SIERRA BANCORP_MARCH 31, 2025

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

Commission file number: 000-33063

SIERRA BANCORP

(Exact name of Registrant as specified in its charter)


California	33-0937517
(State of Incorporation)	(IRS Employer Identification No)

86 North Main Street, Porterville, California 93257

(Address of principal executive offices) (Zip Code)

(559) 782-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

BSRR

The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer:	☒
Non-accelerated Filer:	☐	Smaller Reporting Company:	☐
Emerging Growth Company:	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 30, 2025, the registrant had 13,818,770 shares of common stock outstanding, including 213,389 shares of unvested restricted stock.

Table of Contents

FORM 10-Q

Table of Contents


					Page
Part I - Financial Information					1
	Item 1. Financial Statements (Unaudited)				1
		Consolidated Balance Sheets			1
		Consolidated Statements of Income			2
		Consolidated Statements of Comprehensive Income			3
		Consolidated Statements of Changes In Shareholders’ Equity			4
		Consolidated Statements of Cash Flows			5
		Notes to Consolidated Financial Statements (Unaudited)			6

	Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations				33
		Forward-Looking Statements			33
		Critical Accounting Policies			34
		Overview of the Results of Operations and Financial Condition			34
		Earnings Performance			35
			Net Interest Income and Net Interest Margin		35
			Provision for Credit Losses on Loans		39
			Noninterest Income and Noninterest Expense		40
			Provision for Income Taxes		42
		Balance Sheet Analysis			42
			Earning Assets		42
				Investments	42
				Loan Portfolio	44
				Nonperforming Assets	46
				Allowance for Credit Losses on Loans	46
				Off-Balance Sheet Arrangements	47
			Other Assets		48
			Deposits and Interest-Bearing Liabilities		49
				Deposits	49
				Other Interest-Bearing Liabilities	49
			Noninterest-Bearing Liabilities		50
		Liquidity and Market Risk Management			50
		Capital Resources			53

	Item 3. Quantitative & Qualitative Disclosures about Market Risk				54

	Item 4. Controls and Procedures				54

Part II - Other Information					54
	Item 1. - Legal Proceedings				54
	Item 1A. - Risk Factors				55
	Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds				55
	Item 3. - Defaults upon Senior Securities				55
	Item 4. - Mine Safety Disclosures				55
	Item 5. - Other Information				55
	Item 6. - Exhibits				56

Signatures					58

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 – Financial Statements

SIERRA BANCORP

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)


	March 31, 2025		December 31, 2024
ASSETS	(unaudited)		(audited)
Cash and due from banks	$	80,428	$	79,616
Interest-bearing deposits in banks		79,283		21,048
Total cash & cash equivalents		159,711		100,664
Investment securities
Available-for-sale, net of zero allowance for credit losses		620,288		655,967
Held-to-maturity, net of allowance for credit losses of $15 and $15		302,123		305,514
Total investment securities		922,411		961,481
Loans:
Gross loans		2,306,762		2,331,341
Deferred loan (fees) and costs, net		(99)		93
Allowance for credit losses on loans		(27,050)		(24,830)
Net loans		2,279,613		2,306,604
Premises and equipment, net		15,338		15,431
Goodwill		27,357		27,357
Other intangible assets, net		456		618
Bank-owned life insurance		52,655		53,153
Other assets		148,642		148,963
Total assets	$	3,606,183	$	3,614,271

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	1,037,990	$	1,007,208
Interest-bearing		1,811,894		1,884,460
Total deposits		2,849,884		2,891,668
Repurchase agreements		118,756		108,860
Other borrowings		80,000		80,000
Long-term debt		49,416		49,393
Subordinated debentures		35,883		35,838
Allowance for credit losses on unfunded loan commitments		820		710
Other liabilities		119,668		90,500
Total liabilities		3,254,427		3,256,969

Commitments and contingent liabilities (Note 7)

Shareholders' equity
Common stock, no par value; 24,000,000 shares authorized; 13,818,770 and 14,223,046 shares issued and outstanding at March 31, 2025, and December 31, 2024, respectively		106,277		108,965
Additional paid-in capital		4,429		4,509
Retained earnings		269,931		275,085
Accumulated other comprehensive loss, net		(28,881)		(31,257)
Total shareholders' equity		351,756		357,302
Total liabilities and shareholders' equity	$	3,606,183	$	3,614,271

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SIERRA BANCORP

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2025, and 2024

(dollars in thousands, except per share data, unaudited)


	Three months ended March 31,
	2025		2024
Interest and dividend income
Loans, including fees	$	30,149	$	25,426
Taxable securities		9,138		13,303
Tax-exempt securities		1,576		1,989
Federal funds sold and other		590		243
Total interest income		41,453		40,961
Interest expense
Deposits		9,372		9,645
Federal funds purchased and repurchase agreements		71		286
Federal Home Loan Bank advances		816		1,127
Long-term debt		430		431
Subordinated debentures		652		755
Total interest expense		11,341		12,244
Net interest income		30,112		28,717
Credit loss expense - loans		1,961		97
Credit loss expense - unfunded commitments		110		30
Net interest income after credit loss expense		28,041		28,590
Noninterest income
Service charges and fees on deposit accounts		5,581		5,726
Net gain (loss) on sale of securities available-for-sale		122		(2,817)
Net (loss) gain on sale of fixed assets		(2)		3,799
(Decrease) increase in cash surrender value of life insurance		(265)		1,215
Other income		1,206		666
Total noninterest income		6,642		8,589
Noninterest expense
Salaries and employee benefits		13,003		13,197
Occupancy and equipment costs		2,978		3,025
Other		6,436		8,304
Total noninterest expense		22,417		24,526
Income before taxes		12,266		12,653
Provision for income taxes		3,165		3,323
Net income	$	9,101	$	9,330

PER SHARE DATA
Book value	$	25.45	$	23.56
Cash dividends	$	0.25	$	0.23
Earnings per share basic	$	0.66	$	0.64
Earnings per share diluted	$	0.65	$	0.64
Average shares outstanding, basic		13,820,008		14,508,468
Average shares outstanding, diluted		13,916,341		14,553,627

Total shareholders' equity (in thousands)	$	351,756	$	345,094
Shares outstanding		13,818,770		14,645,298
Dividends paid (in thousands)	$	3,514	$	3,396

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SIERRA BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2025, and 2024

(dollars in thousands, unaudited)


	Three months ended March 31,
	2025		2024
Net income	$	9,101	$	9,330
Other comprehensive income, net of tax:
Unrealized gain on securities:
Unrealized holding gain arising during period		3,495		2,943
Less: reclassification adjustment for (gains) losses included in net income ⁽¹⁾		(122)		2,817
Tax effect		(997)		(1,702)
Other comprehensive income, net of tax		2,376		4,058
Comprehensive income	$	11,477	$	13,388

(1)

Amounts are included in net gains on investment securities available-for-sale on the Consolidated Statements of Income in noninterest income. Income tax expenses associated with the reclassification adjustment were $(36) thousand and $852 thousand for the three months ended March 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SIERRA BANCORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025, and 2024

(dollars in thousands, except per share data, unaudited)


								Accumulated
				Additional				Other
	Common Stock			Paid In		Retained		Comprehensive		Shareholders'
	Shares	Amount		Capital		Earnings		Loss		Equity
Balance, December 31, 2023	14,793,832	$	110,446	$	4,581	$	259,050	$	(35,980)	$	338,097
Net income	—		—		—		9,330		—		9,330
Other comprehensive gain, net of tax	—		—		—		—		4,058		4,058
Restricted stock granted	36,114		—		—		—		—		—
Restricted shares withheld for taxes	(5,062)		(38)		—		(63)		—		(101)
Restricted stock forfeited / cancelled	(649)		—		—		—		—		—
Restricted stock vested in period	—		253		(253)		—		—		—
Stock based compensation - stock options	—		—		14		—		—		14
Stock based compensation - restricted stock	—		—		473		—		—		473
Stock repurchase	(178,937)		(1,334)		—		(2,015)		—		(3,349)
Excise tax on stock repurchase	—		(32)		—		—		—		(32)
Cash dividends - $0.23 per share	—		—		—		(3,396)		—		(3,396)
Balance, March 31, 2024	14,645,298	$	109,295	$	4,815	$	262,906	$	(31,922)	$	345,094

Balance, December 31, 2024	14,223,046	$	108,965	$	4,509	$	275,085	$	(31,257)	$	357,302
Net income	—		—		—		9,101		—		9,101
Other comprehensive gain, net of tax	—		—		—		—		2,376		2,376
Stock options exercised, net of shares surrendered for cashless exercises	19,407		581		(99)		—		—		482
Restricted stock granted	62,692		—		—		—		—		—
Restricted shares withheld for taxes	(9,605)		104		—		(209)		—		(105)
Restricted stock forfeited / cancelled	—		—		—		—		—		—
Restricted stock vested in period	—		483		(483)		—		—		—
Stock based compensation - stock options	—		—		3		—		—		3
Stock based compensation - restricted stock	—		—		499		—		—		499
Stock repurchase	(476,770)		(3,656)		—		(10,532)		—		(14,188)
Excise tax on stock repurchase	—		(200)		—		—		—		(200)
Cash dividends - $0.25 per share	—		—		—		(3,514)		—		(3,514)
Balance, March 31, 2025	13,818,770	$	106,277	$	4,429	$	269,931	$	(28,881)	$	351,756

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SIERRA BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024

(dollars in thousands, unaudited)


		Three months ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	9,101	$	9,330
Adjustments to reconcile net income to net cash provided by operating activities:
(Gain) loss on sales of securities		(122)		2,817
Loss (gain) on disposal of fixed assets		2		(3,799)
Stock based compensation expense		502		487
Provision for credit losses on loans		1,961		97
Provision for credit losses on unfunded commitments		110		30
Depreciation and amortization		521		534
Net (accretion) amortization on securities premiums and discounts		(58)		375
Net accretion of premiums/discounts for loans acquired		(134)		(55)
Decrease (increase) in cash surrender value of life insurance policies		265		(1,215)
Amortization of core deposit intangible		162		219
(Increase) decrease in interest receivable and other assets		(1,268)		1,220
Increase (decrease) in other liabilities		28,968		(3,863)
Deferred income tax benefit		(155)		(137)
Decrease in value of restricted bank equity securities		—		311
Amortization of debt issuance costs		23		22
Net amortization of variable interest entities		747		608
Net cash provided by operating activities		40,625		6,981
Cash flows from investing activities:
Maturities and calls of securities available for sale		5,000		33,713
Proceeds from sales of securities available for sale		—		233,187
Purchase of securities available for sale		(161,363)		—
Principal pay downs on securities available for sale		198,986		16,733
Loan payments and (originations), net		25,164		(67,096)
Purchases of premises and equipment		(385)		(369)
Proceeds from sale of premises and equipment		—		4,518
Purchase of bank-owned life insurance		(101)		(190)
Proceeds from BOLI death benefit		334		—
Net cash provided by investing activities		67,635		220,496
Cash flows from financing activities:
(Decrease) increase in deposits		(41,784)		85,781
Decrease in Fed funds purchased		—		(130,000)
Decrease in short-term Federal Home Loan Bank advances		—		(150,500)
Increase in customer repurchase agreements		9,896		14,730
Cash dividends paid		(3,514)		(3,396)
Repurchase of common stock, net		(14,293)		(3,450)
Stock options exercised		482		—
Net cash used in financing activities		(49,213)		(186,835)

Increase in cash and cash equivalents		59,047		40,642
Cash and cash equivalents
Beginning of period		100,664		78,602
End of period	$	159,711	$	119,244
Supplemental disclosure of cash flow information:
Interest paid	$	15,212	$	13,276

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SIERRA BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(Unaudited)

Note 1 – The Business of Sierra Bancorp

Sierra Bancorp (the “Company”) is a California corporation headquartered in Porterville, California, and is a registered bank holding company under federal banking laws. The Company was formed to serve as the holding company for Bank of the Sierra (the “Bank”) and has been the Company’s sole shareholder since August 2001. The Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries it may acquire or establish. As of March 31, 2025, the Company’s only other subsidiaries were Sierra Statutory Trust II, Sierra Capital Trust III, and Coast Bancorp Statutory Trust II, which were formed solely to facilitate the issuance of capital trust pass-through securities (“TRUPS”). Pursuant to the Financial Accounting Standards Board (“FASB”) standard on the consolidation of variable interest entities, these trusts are not reflected on a consolidated basis in the Company’s financial statements. References herein to the “Company” include Sierra Bancorp and its consolidated subsidiary, the Bank, unless the context indicates otherwise.

Bank of the Sierra, a California state-chartered bank headquartered in Porterville, California, offers a wide range of retail and commercial banking services via branch offices located throughout California’s South San Joaquin Valley, the Central Coast, Ventura County, the Sacramento area, and neighboring communities. The Bank was incorporated in September 1977 and opened for business in January 1978 as a one-branch bank with $1.5 million in capital. The Company’s growth in the ensuing years has largely been organic in nature but includes four whole-bank acquisitions: Sierra National Bank in 2000, Santa Clara Valley Bank in 2014, Coast National Bank in 2016, and Ojai Community Bank in October 2017. As of the filing date of this report the Bank operates 35 full-service branches and an online branch and maintains ATMs at all but one branch location as well as at seven non-branch locations. Moreover, the Bank has specialized lending units which focus on agricultural borrowers, commercial real estate, and mortgage warehouse lending. To support organic growth in the agricultural and commercial lending sectors the Bank opened a loan production office in Templeton, CA in April 2022. The Company had total assets of $3.6 billion at March 31, 2025. The Company’s deposit accounts, which totaled $2.8 billion at March 31, 2025, are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to maximum insurable amounts.

Note 2 – Basis of Presentation

The accompanying interim unaudited consolidated financial statements have been prepared in a condensed format as allowed under U.S. generally accepted accounting principles (“GAAP”). Therefore, these financial statements do not include all of the information and footnotes required for complete, audited financial statements as presented in the Company’s Annual Report on Form 10-K. The information furnished in these interim statements reflects all adjustments that are, in the opinion of Management, necessary for a fair statement of the results for such periods. Such adjustments can generally be considered as normal and recurring unless otherwise disclosed in this Form 10-Q. In preparing the accompanying financial statements, Management has taken subsequent events into consideration, through May 2, 2025, and recognized them where appropriate. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter, or for the full year. Certain amounts reported for 2024 have been reclassified to be consistent with the reporting for 2025, none of which impacted net income or shareholders’ equity. The interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”).

Segment information

An operating segment is generally defined as a component of business for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker. As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers.

Table of Contents

The chief operating decision maker makes operating decisions and assesses performance based on an ongoing review of the Company’s community banking activities (loan and deposit products), which constitutes the Company’s only operating segment for financial reporting purposes. The Company’s single segment is managed on a consolidated basis by the chief operating decision maker, which is the Executive Committee, consisting of the chief executive officer, chief financial officer, chief risk officer, chief credit officer, and chief banking officer. The accounting policies of the community banking segment are the same as those described in the summary of significant accounting policies of the Company. The chief operating decision maker uses consolidated expense information to manage the operations of the segment. The consolidated expense information is the same as is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The chief operating decision maker uses consolidated net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the community banking segment or into other parts of the entity, such as for whole bank or branch acquisitions or to pay dividends.

Net income is used to monitor budget versus actual results. The chief operating decision maker also uses net income in competitive analysis by benchmarking to the Company’s peer banking competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The Company does not have intra-entity revenues or transfers.

Note 3 – Current Accounting Developments

On October 9, 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification of Initiative.” ASU 2023-06 amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. ASU 2023-06 applies to all reporting entities within the scope of the amended subtopics. Note that some of the amendments introduced by the ASU are technical corrections or clarifications of the FASB’s current disclosure or presentation requirements. The effective date for each amendment of ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will apply the amendments in ASU 2023-06 prospectively after the effective dates. The adoption of this standard is not expected to have a significant effect on the Company’s financial statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 was adopted by the Company on January 1, 2024, and did not have a significant impact on the financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, though early adoption is permitted. ASU 2023-09 is not expected to have a significant impact on the financial statements.

Table of Contents

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 requires public business entities to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The effective date of Update 2024-03 was amended by ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. ASU 2024-03 is not expected to have a significant impact on our financial statements.

Note 4 – Share Based Compensation

On March 17, 2023, the Company’s Board of Directors approved and adopted the 2023 Equity Compensation Plan (the “2023 Plan”), which became effective May 24, 2023, the date approved by the Company’s shareholders. The 2023 Plan replaced the Company’s 2017 Stock Incentive Plan (the “2017 Plan”). Options to purchase 161,593 shares granted under the 2017 Plan and options to purchase 58,600 shares that were granted under the 2007 Plan were still outstanding as of March 31, 2025, and remain unaffected by that plan’s expiration. The 2023 Plan provides for the issuance of various types of equity awards, including options, stock appreciation rights, restricted stock awards, restricted share units, performance share awards, dividend equivalents, or any combination thereof. Such awards may be granted to officers and employees as well as non-employee directors, which may be granted on such terms and conditions as are established by the Board of Directors or the Compensation Committee in its discretion. The total number of shares of the Company’s authorized but unissued stock reserved for issuance pursuant to awards under the 2023 Plan was initially 360,000 shares, and the number remaining available for grant as of March 31, 2025 was 248,735. Any unexercised, unvested, or undistributed portion of any expired, cancelled, terminated, or forfeited awards under the Company’s 2017 Plan are added to the number of shares available to grant under the 2023 Plan. There were 48,658 unvested Restricted Stock Awards issued under the 2017 Plan and 147,246 unvested Restricted Stock Awards issued under the 2023 Equity Compensation Plan at March 31, 2025 and are included in shares outstanding. The potential dilutive impact of unexercised stock options and unvested restricted stock is discussed below in Note 5, Earnings per Share.

Pursuant to FASB’s standards on stock compensation, the value of each stock option and restricted stock award is reflected in the income statement as employee compensation or directors’ expense by amortizing its grant date fair value over the vesting period of the option or award. The Company utilized a Black-Scholes model to determine grant date fair values for options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Forfeitures are reflected in compensation costs as they occur for both types of awards. A pre-tax charge of $0.5 million was reflected in the Company’s income statement during the first quarters of 2025 and 2024, as expense related to stock options and restricted stock awards.

Restricted Stock Grants

The Company’s Restricted Stock Awards are awards of either time-vested or performance-based shares. The Restricted Stock Awards are non-transferable shares of common stock and are available to be granted to the Company’s employees and directors. The vesting period of Restricted Stock Awards is determined at the time the awards are issued, and different awards may have different vesting terms or performance measures; provided, however, that no installment of any Restricted Stock Award shall become vested less than one year from the grant date. Restricted Stock Awards are valued utilizing the fair value of the Company’s stock at the grant date. These awards are expensed on a straight-line basis over the vesting period and consider the probability of meeting the performance criteria. There were 62,692 shares granted to employees of the Company during the first three months of 2025. As of March 31, 2025, there was $3.5 million of unamortized compensation cost related to unvested Restricted Stock Awards granted under the 2017 and 2023 plans. That cost is expected to be amortized over a weighted average period of 2.3 years.

Table of Contents

The Company’s restricted stock award activity for the three months ended March 31, 2025, and 2024 is summarized below (unaudited):


	Three months ended March 31,
	2025			2024
	Shares		Weighted Average Grant-Date Fair Value	Shares		Weighted Average Grant-Date Fair Value
Unvested shares, January 1,	173,970	$	20.75	238,179	$	20.30
Granted	62,692		30.94	36,114		19.10
Vested	(23,273)		20.77	(11,224)		22.57
Forfeited	—		—	(649)		23.10
Unvested shares, March 31,	213,389	$	24.00	262,420	$	20.00

Stock Option Grants

The Company has issued equity instruments in the form of Incentive Stock Options and Nonqualified Stock Options to certain officers and directors. No options have been granted since 2020, but the Company could elect to issue under the 2023 Plan. The exercise price of each stock option is determined at the time of the grant and may be no less than 100% of the fair market value of such stock at the time the option is granted.

The Company’s stock option activity during the three months ended March 31, 2025, and 2024 are summarized below (dollars in thousands, except per share data, unaudited):


	Three months ended March 31,
	2025						2024
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value⁽¹⁾		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value⁽¹⁾
Outstanding at January 1,	239,600	$	26.50		$	580	343,449	$	25.02		$	447
Exercised	(19,407)	$	24.84		$	137	—	$	—		$	—
Forfeited/Expired	—	$	—		$	—	(11,000)	$	27.43		$	—
Outstanding at March 31,	220,193	$	26.65	3.54	$	285	332,449	$	24.94	3.96	$	264
Exercisable at March 31,	220,193	$	26.65	3.54	$	285	332,249	$	24.87	3.90	$	264

(1)

The aggregate intrinsic value of stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option that would have been received by the option holders had all option holders exercised their options on the last day of the period. This amount changes based on changes in the market value of the Company's stock.

Note 5 – Earnings per Share

The computation of earnings per share, as presented in the Consolidated Statements of Income, is based on the weighted average number of shares outstanding during each period, excluding unvested restricted stock awards. There were 13,820,008 weighted average shares outstanding during the first quarter of 2025 and 14,508,468 during the first quarter of 2024.

Diluted earnings per share calculations include the effect of the potential issuance of common shares, which for the Company is limited to shares that would be issued on the exercise of “in-the-money” stock options, and unvested restricted stock awards. For the first quarter of 2025, calculations under the treasury stock method resulted in the equivalent of 96,333 shares being added to basic weighted average shares outstanding for purposes of determining diluted earnings per share, while 32,739 shares were excluded from the calculation due to being underwater and thus anti-dilutive. For the first quarter of 2024 the equivalent of 45,159 shares were added in calculating diluted earnings per share, while 268,991 anti-dilutive shares were not factored into the computation.

Table of Contents

Note 6 – Comprehensive Income

As presented in the Consolidated Statements of Comprehensive Income, comprehensive income includes net income and other comprehensive income. The Company’s only source of other comprehensive income is unrealized gains and losses on available-for-sale investment securities. Investment gains or losses that were realized and reflected in net income of the current period, which had previously been included in other comprehensive income as unrealized holding gains or losses in the period in which they arose, are considered to be reclassification adjustments that are excluded from other comprehensive income in the current period.

Note 7 – Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business. Those financial instruments currently consist of unused commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of risk in excess of the amount recognized in the consolidated balance sheet. The Company’s exposure to credit loss in the event of nonperformance by counterparties for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and issuing letters of credit as it does for originating loans included on the consolidated balance sheet. The following financial instruments represent off-balance-sheet credit risk (dollars in thousands):


	March 31, 2025		December 31, 2024
Commitments to extend credit	$	749,184	$	636,447
Standby letters of credit	$	5,200	$	5,046

Commitments to extend credit consist primarily of the unused or unfunded portions of the following: mortgage warehouse lines, home equity lines of credit, commercial real estate construction loans, where disbursements are made over the course of construction; commercial revolving lines of credit, unsecured personal lines of credit and formalized (disclosed) deposit account overdraft lines. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn upon, the unused portions of committed amounts do not necessarily represent future cash requirements. Standby letters of credit are issued by the Company to guarantee the performance of a customer to a third party, and the credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. Included in unused commitments are mortgage warehouse lines which are in the form of repo lines and are unconditionally cancellable. Unused commitments on mortgage warehouse lines were $414.8 million at March 31, 2025, and $311.6 million at December 31, 2024.

The allowance for credit losses, (ACL) on unfunded commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment. The funding rate represents Management’s estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. The ACL on unfunded loan commitments is located within liabilities on the consolidated balance sheet while any related provision expense is recorded as a provision for credit losses.

At March 31, 2025, the Company was also utilizing a letter of credit in the amount of $127.9 million issued by the Federal Home Loan Bank (“FHLB”) on the Company’s behalf as security for certain deposits and to facilitate certain credit arrangements with the Company’s customers. That letter of credit is backed by loans which are pledged to the FHLB by the Company.

The Company is subject to loss contingencies, including claims and legal actions arising in the ordinary course of business, which are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Note 8 – Fair Value Disclosures and Reporting and Fair Value Measurements

FASB’s standards on financial instruments, and on fair value measurements and disclosures, require public business entities to disclose in their financial statement footnotes the estimated fair values of financial instruments. In addition to

Table of Contents

disclosure requirements, FASB’s standard on investments requires that debt securities that are classified as available-for-sale and any equity securities which have readily determinable fair values be measured and reported at fair value in the statement of financial position. Certain collateral dependent individually evaluated loans are also reported at fair value, as explained in greater detail below, and foreclosed assets are carried at the lower of cost or fair value. FASB’s standard on financial instruments permits companies to report certain other financial assets and liabilities at fair value, but the Company has not elected the fair value option for any of those financial instruments.

Fair value measurement and disclosure standards also establish a framework for measuring fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Further, the standards establish a fair value hierarchy that encourages an entity to maximize the use of observable inputs and limit the use of unobservable inputs when measuring fair values. The standards describe three levels of inputs that may be used to measure fair values:

●

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

●

Level 2: Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

●

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the factors that market participants would likely consider in pricing an asset or liability.

Fair value estimates are made at a specific point in time based on relevant market data and information about the financial instruments. Fair value disclosures for deposits include demand deposits, which are, by definition, equal to the amount payable on demand at the reporting date. Fair value calculations for loans reflect exit pricing and incorporate Management’s assumptions with regard to the impact of prepayments on future cash flows and credit quality adjustments based on risk characteristics of various financial instruments, among other things. Since the estimates are subjective and involve uncertainties and matters of significant judgment they cannot be determined with precision, and changes in assumptions could significantly alter the fair values presented.

Fair Value of Financial Instruments

(dollars in thousands, unaudited)


		March 31, 2025
			Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Financial assets:
Cash and cash equivalents	$	159,711	$	159,711	$	—	$	—	$	159,711
Investment securities available-for-sale	$	620,288	$	—	$	551,778	$	68,510	$	620,288
Investment securities held-to-maturity	$	302,123	$	—	$	287,900	$	—	$	287,900
Loans held for investment	$	2,279,613	$	—	$	—	$	2,149,363	$	2,149,363

Financial liabilities:
Deposits	$	2,849,884	$	1,037,990	$	1,810,673	$	—	$	2,848,663
Repurchase agreements	$	118,756	$	—	$	98,091	$	—	$	98,091
Other borrowings	$	80,000	$	—	$	79,161	$	—	$	79,161
Long-term debt	$	49,416	$	—	$	46,703	$	—	$	46,703
Subordinated debentures	$	35,883	$	—	$	35,283	$	—	$	35,283

Table of Contents


		December 31, 2024
			Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Financial assets:
Cash and cash equivalents	$	100,664	$	100,664	$	—	$	—	$	100,664
Securities available-for-sale	$	655,967	$	—	$	600,314	$	55,653	$	655,967
Securities held-to-maturity	$	305,514	$	—	$	291,028	$	—	$	291,028
Loans held for investment	$	2,306,604	$	—	$	11,529	$	2,161,917	$	2,173,446

Financial liabilities:
Deposits	$	2,891,668	$	1,007,208	$	1,904,840	$	—	$	2,912,048
Repurchase agreements	$	108,860	$	—	$	91,585	$	—	$	91,585
Other borrowings	$	80,000	$	—	$	79,054	$	—	$	79,054
Long-term debt	$	49,393	$	—	$	46,713	$	—	$	46,713
Subordinated debentures	$	35,838	$	—	$	35,299	$	—	$	35,299

For financial asset categories that were carried on the consolidated balance sheet at fair value as of March 31, 2025, and December 31, 2024, the Company used the following methods and significant assumptions:

●

Investment securities: Fair values are determined by obtaining quoted prices on nationally recognized securities exchanges or by matrix pricing, which is a mathematical technique used widely in the industry to value debt securities by relying on their relationship to other benchmark quoted securities. For securities where quoted prices or market prices of similar securities are not available, fair values are estimated using broker expertise and other market indicators (Level 3). For bonds that are hand priced, actual recent trades for the exact bond are used in determining the price, adjusted for changes in market conditions since the time of the observable trade. For bonds, where no recent observable trades have occurred, our brokers consider recent trades made for similar bonds, issued by banks with similar financial position or credit and adjusted for changes in conditions since the time of the observable trades.

●

Collateral dependent individually evaluated loans: Collateral dependent individually evaluated loans are measured based on the fair value of collateral when foreclosure is probable, or repayment is expected through the sale or operation of collateral and borrower is experiencing financial difficulty. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral-dependent loans are evaluated on a quarterly basis and adjusted in accordance with the allowance for credit losses policy.

Table of Contents

Fair Value Measurements – Recurring

(dollars in thousands, unaudited)


	Fair Value Measurements at March 31, 2025, using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Realized Gain/(Loss) (Level 3)
Securities:
U.S. government agencies	$	—	$	55,480	$	—	$	55,480	$	—
Mortgage-backed securities		—		149,270		—		149,270		—
State and political subdivisions		—		40,134		—		40,134		—
Corporate bonds		—		—		68,510		68,510		—
Collateralized loan obligations		—		306,894		—		306,894		—
Total available-for-sale securities	$	—	$	551,778	$	68,510	$	620,288	$	—


	Fair Value Measurements at December 31, 2024, using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Realized Gain/(Loss) (Level 3)
Securities:
U.S. government agencies	$	—	$	50,153	$	—	$	50,153	$	—
Mortgage-backed securities		—		93,503		—		93,503		—
State and political subdivisions		—		40,803		—		40,803		—
Corporate bonds		—		2,909		55,653		58,562		—
Collateralized loan obligations		—		412,946		—		412,946		—
Total available-for-sale securities	$	—	$	600,314	$	55,653	$	655,967	$	—

The following tables present quantitative information about recurring level 3 fair value measurements at March 31, 2025 and December 31, 2024 (dollars in thousands):

Range

March 31, 2025

Fair Value

Valuation Technique(s)

Unobservable Input(s)

Min

Max

Weighted Average

Corporate Bonds

68,510

New issue pricing

Risk appetite

N/A

Secondary market pricing

Market volatility

Credit quality of issuer

Credit spread

Range

December 31, 2024

Fair Value

Valuation Technique(s)

Unobservable Input(s)

Min

Max

Weighted Average

Corporate Bonds

55,653

New issue pricing

Risk appetite

N/A

Secondary market pricing

Market volatility

Credit quality of issuer

Credit spread

Table of Contents

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2025 and 2024:


Fair Value Measurements - Level 3 Recurring
(dollars in thousands, unaudited)
	Corporate Bonds
	2025		2024
Balance of recurring Level 3 assets at January 1,	$	55,653	$	52,040
Total gains or losses for the period:
Included in other comprehensive income		1,685		2,619
Transfers into Level 3		2,909		—
Balance of recurring Level 3 assets at March 31,	$	68,510	$	54,659

Certain Corporate Bonds with a fair value of $2.9 million as of December 31, 2024 were transferred out of Level 2 and into Level 3 because of a lack of observable market data for these investments due to a decrease in the market activity for these securities.

Fair Value Measurements – Nonrecurring

(dollars in thousands, unaudited)


	Fair Value Measurements at March 31, 2025, using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Individually evaluated collateral dependent loans
Other commercial		—		—		4,896		4,896
Total assets measured on a nonrecurring basis	$	—	$	—	$	4,896	$	4,896


	Fair Value Measurements at December 31, 2024, using

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Individually evaluated collateral dependent loans
Commercial real estate		—		11,529		—		11,529
Total assets measured on a nonrecurring basis	$	—	$	11,529	$	—	$	11,529

The table above includes collateral-dependent loan balances for which a specific reserve has been established or on which a write-down has been taken. Information on the Company’s total collateral-dependent loan balances and specific loss reserves associated with those balances is included in Note 10 below.

The unobservable inputs are based on Management’s best estimates of appropriate discounts in arriving at fair market value. Adjusting any of those inputs could result in a significantly lower or higher fair value measurement.

Table of Contents

The following table presents quantitative information about level 3 fair value measurements for assets measured at fair value on a non-recurring basis at March 31, 2025 (dollars in thousands, unaudited):


					Range
	Fair		Valuation	Unobservable			Weighted
March 31, 2025	Value		Technique(s)	Input(s)	Min	Max	Average
Collateral-dependent individually evaluated loans, net of ACL
Inventory	$	2,877	Sales comparison approach	Selling costs	12.50%	12.50%	12.50%
Receivables		1,268	Net realizable value	Expected recovery rates	39.27%	39.27%	39.27%
Real estate		751	Sales comparison approach	Selling costs	10.00%	10.00%	10.00%
				Adjust to comparables	0.00%	0.00%	0.00%
Total	$	4,896

Note 9 – Investments

Investment Securities

Pursuant to FASB’s guidance on accounting for debt securities, available-for-sale securities are carried on the Company’s financial statements at their estimated fair market values, with monthly tax-effected “mark-to-market” adjustments made vis-à-vis accumulated other comprehensive income (loss) in shareholders’ equity. Held-to-maturity securities are carried on the Company’s financial statements at their amortized cost, net of the allowance for credit losses. Amortized cost is adjusted to the fair value of the security upon transfer to held-to-maturity.

Amortized Cost and Estimated Fair Value

(dollars in thousands, unaudited)


	March 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
Available-for-sale
U.S. government agencies	$	55,762	$	7	$	(289)	$	—	$	55,480
Mortgage-backed securities		150,347		947		(2,024)		—		149,270
State and political subdivisions		48,047		7		(7,920)		—		40,134
Corporate bonds		74,621		61		(6,172)		—		68,510
Collateralized loan obligations		306,700		426		(232)		—		306,894
Total available-for-sale securities	$	635,477	$	1,448	$	(16,637)	$	—	$	620,288

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Estimated Fair Value		Allowance for Credit Losses
Held-to-maturity
U.S. government agencies	$	4,715	$	—	$	(494)	$	4,221	$	—
Mortgage-backed securities		125,771		—		(9,871)		115,900		—
State and political subdivisions		171,652		80		(3,953)		167,779		(15)
Total held-to-maturity securities	$	302,138	$	80	$	(14,318)	$	287,900	$	(15)

Table of Contents


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
Available-for-sale
U.S. government agencies	$	50,761	$	—	$	(608)	$	—	$	50,153
Mortgage-backed securities		97,113		116		(3,726)		—		93,503
State and political subdivisions		48,119		7		(7,323)		—		40,803
Corporate bonds		66,308		—		(7,746)		—		58,562
Collateralized loan obligations		411,729		1,217		—		—		412,946
Total available-for-sale securities	$	674,030	$	1,340	$	(19,403)	$	—	$	655,967

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Estimated Fair Value		Allowance for Credit Losses
Held-to-maturity
U.S. government agencies	$	4,819	$	—	$	(592)	$	4,227	$	—
Mortgage-backed securities		128,974		—		(13,986)		114,988		—
State and political subdivisions		171,736		229		(152)		171,813		(15)
Total held-to-maturity securities	$	305,529	$	229	$	(14,730)	$	291,028	$	(15)

An unrealized loss of $25.8 million and $26.3 million, on securities transferred from the available-for-sale to held-to-maturity categorization, remains as of March 31, 2025 and December 31, 2024, respectively, and is included in accumulated other comprehensive income (loss), net of tax. The remaining unrealized loss on the securities transferred from available-for-sale to held-to-maturity, will be accreted over the remaining term of the securities, with the amortized-cost basis of these securities and accumulated comprehensive income (loss) each increasing over time.

The Company elected the practical expedient available under the current expected credit losses (“CECL”) accounting standard to exclude accrued interest receivable from the amortized cost basis of all categorizations of investment securities, and resultingly did not estimate reserves on accrued interest receivable balances, as any past due interest income is reversed on a timely basis. Accrued interest receivable is included in other assets on the Company’s consolidated balance sheet and as of March 31, 2025, measured at $4.7 million and $1.6 million for available-for-sale securities and held-to-maturity securities, respectively. Accrued interest receivable as of December 31, 2024, on these same classes of investment securities measured at $7.5 million and $2.4 million, respectively. During the first three months of 2025 and 2024, no interest receivable on available-for-sale or held-to-maturity securities was reversed against interest income and the Company did not have any held-to-maturity debt securities past due.

A discounted cash-flow reserve calculation is performed on securities designated as held-to-maturity on a quarterly basis. As of March 31, 2025 and December 31, 2024, an allowance for credit losses of $15 thousand had been established on the Company’s held-to-maturity portfolio. Because of the implicit and explicit guarantees of the Federal Government on the Agency and Mortgage-Backed securities there is no expectation of future losses and no allowance for credit losses has been established for these securities.

Table of Contents

The following table summarizes the amortized cost of held-to-maturity municipal bonds aggregated by nationally recognized statistical rating organizations (“NRSRO”) credit rating:

Held-To-Maturity by Credit Rating

(dollars in thousands, unaudited)


	Held-To-Maturity
	March 31, 2025		December 31, 2024
State and political subdivisions
AAA/Aaa	$	59,392	$	59,408
AA/Aa		110,794		110,858
A/A2		531		533
Not rated		935		937
Total	$	171,652	$	171,736

For available-for-sale debt securities in an unrealized loss position for which management has an intent to sell the security or considers it more likely-than-not that the security in question will be sold prior to a recovery of its amortized cost basis, the security will be written down to fair value through a direct charge to income. For the remainder of available-sale-debt securities in an unrealized loss position, which do not meet the previously outlined criteria, management evaluates whether the decline in fair value is a reflection of credit deterioration or other factors. In performing this evaluation, management considers the extent to which fair value has fallen below amortized cost, changes in ratings by rating agencies, and other information indicating a deterioration in repayment capacity of either the underlying issuer or the borrowers providing repayment capacity in a securitization. If Management’s evaluation indicates that a credit loss exists then a present value of the expected cash flows is calculated and compared to the amortized cost basis of the security in question and to the degree that the amortized cost basis exceeds the present value an allowance for credit loss (“ACL”) is established, with the caveat that the maximum amount of the reserve on any individual security is the difference between the fair value and amortized cost balance of the security in question. Any unrealized loss that has not been recorded through an ACL is recognized in other comprehensive income (loss).

The following table summarizes available-for-sale debt securities that were in an unrealized loss position for which an ACL has not been recorded, based on the length of time the individual securities have been in an unrealized loss position, including the number of available-for-sale debt securities in an unrealized loss position, as of the dates indicated below.

Investment Portfolio - Unrealized Losses

(dollars in thousands, unaudited)


		March 31, 2025
		Less than twelve months				Twelve months or more				Total
	Number of Securities	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Available-for-sale
U.S. government agencies	9	$	—	$	—	$	(289)	$	38,709	$	(289)	$	38,709
Mortgage-backed securities	51		(1,448)		57,376		(576)		7,863		(2,024)		65,239
State and political subdivisions	53		(86)		2,894		(7,834)		33,998		(7,920)		36,892
Corporate bonds	61		(265)		7,473		(5,907)		54,278		(6,172)		61,751
Collateralized loan obligations	12		(232)		94,907		—		—		(232)		94,907
Total available-for-sale	186	$	(2,031)	$	162,650	$	(14,606)	$	134,848	$	(16,637)	$	297,498

Table of Contents


		December 31, 2024
		Less than twelve months				Twelve months or more				Total
	Number of Securities	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Available-for-sale
U.S. government agencies	11	$	(608)	$	48,155	$	—	$	—	$	(608)	$	48,155
Mortgage-backed securities	54		(2,952)		64,419		(774)		8,032		(3,726)		72,451
State and political subdivisions	52		(33)		3,087		(7,290)		34,612		(7,323)		37,699
Corporate bonds	52		(12)		1,359		(7,734)		55,653		(7,746)		57,012
Collateralized loan obligations	—		—		—		—		—		—		—
Total available-for-sale	169	$	(3,605)	$	117,020	$	(15,798)	$	98,297	$	(19,403)	$	215,317

Investment Portfolio - Realized Gains/(Losses)

(dollars in thousands, unaudited)


	Three months ended March 31,
	2025		2024
Proceeds from sales, calls and maturities of securities available for sale	$	5,000	$	266,900
Gross gains on sales, calls and maturities of securities available for sale		122		54
Gross losses on sales, calls and maturities of securities available for sale		—		(2,871)
Net gain (loss) on sale of securities available for sale	$	122	$	(2,817)

The amortized cost and estimated fair value of investment securities available-for-sale and held-to-maturity at March 31, 2025, and December 31, 2024 (dollars in thousands), are shown below, grouped by the remaining time to contractual maturity dates. The expected life of investment securities may not be consistent with contractual maturity dates since the issuers of the securities might have the right to call or prepay obligations with or without penalties.


	March 31, 2025
	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Maturing within one year	$	4,764	$	4,821	$	325	$	323
Maturing after one year through five years		5,888		5,782		2,367		2,346
Maturing after five years through ten years		87,090		80,655		18,576		17,252
Maturing after ten years		80,688		72,866		155,099		152,079
Securities not due at a single maturity date:
Mortgage-backed securities		150,347		149,270		125,771		115,900
Collateralized loan obligations		306,700		306,894		—		—
Total	$	635,477	$	620,288	$	302,138	$	287,900


	December 31, 2024
	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Maturing within one year	$	—	$	—	$	—	$	—
Maturing after one year through five years		4,590		4,318		2,700		2,666
Maturing after five years through ten years		84,863		77,028		18,708		17,135
Maturing after ten years		75,735		68,172		155,147		156,239
Securities not due at a single maturity date:
Mortgage-backed securities		97,113		93,503		128,974		114,988
Collateralized loan obligations		411,729		412,946		—		—
Total	$	674,030	$	655,967	$	305,529	$	291,028

At March 31, 2025, the Company’s investment portfolio included 223 municipal bonds issued by 188 different government municipalities and agencies located within 28 different states, with an aggregate fair value of $207.9 million. The largest exposure to any single municipality or agency was a combined $5.5 million (fair value) in general obligation bonds issued

Table of Contents

by the City of New York (NY). In addition, the Company owned 68 subordinated debentures issued by bank-holding companies totaling $68.5 million (fair value).

At December 31, 2024, the Company’s investment portfolio included 223 municipal bonds issued by 188 different government municipalities and agencies located within 28 states, with an aggregate fair value of $212.6 million. The largest exposure to any single municipality or agency was a combined $5.1 million (fair value) in general obligation bonds issued by the City of New York (NY). In addition, the Company owned 56 subordinated debentures issued by bank-holding companies totaling $58.6 million (fair value).

The Company’s investments in bonds issued by corporations, states, municipalities, and political subdivisions are evaluated in accordance with Financial Institution Letter 48-2012, issued by the FDIC, “Revised Standards of Creditworthiness for Investment Securities,” and other regulatory guidance. Credit ratings are considered in Management’s analysis only as a guide to the historical default rate associated with similarly rated bonds. There have been no significant differences in internal analyses compared with the ratings assigned by the third-party credit rating agencies.

The following table summarizes the amortized cost and fair values of general obligation and revenue bonds in the Company’s investment securities portfolio at the indicated dates, identifying the state in which the issuing municipality or agency operates for the Company’s largest geographic concentrations:

Revenue and General Obligation Bonds by Location

(dollars in thousands, unaudited)


	March 31, 2025				December 31, 2024
	Amortized		Fair Market		Amortized		Fair Market
General obligation bonds	Cost		Value		Cost		Value
State of issuance
Texas	$	82,716	$	77,479	$	82,769	$	79,472
California		51,158		47,610		51,222		48,131
Other (21 & 26 states, respectively)		61,451		59,533		60,422		60,169
Total general obligation bonds		195,325		184,622		194,413		187,772

Revenue bonds
State of issuance
Texas		5,434		5,108		5,434		5,261
California		3,578		3,491		3,576		3,440
Other (20 & 15 states, respectively)		15,362		14,692		16,432		16,143
Total revenue bonds		24,374		23,291		25,442		24,844
Total obligations of states and political subdivisions	$	219,699	$	207,913	$	219,855	$	212,616

The revenue bonds in the Company’s investment securities portfolios were issued by government municipalities and agencies to fund public services such as utilities (water, sewer, and power), educational facilities, and general public and

Table of Contents

economic improvements. The primary sources of revenue for these bonds are delineated in the table below, which shows the amortized cost and fair market values for the largest revenue concentrations as of the indicated dates.

Revenue Bonds by Type

(dollars in thousands, unaudited)


	March 31, 2025				December 31, 2024
	Amortized		Fair Market		Amortized		Fair Market
Revenue bonds	Cost		Value		Cost		Value
Revenue source:
Water	$	9,188	$	8,673	$	9,194	$	8,892
Lease		3,920		3,993		3,613		3,755
Sewer		2,557		2,656		3,923		4,141
Sales tax revenue		1,688		1,577		1,688		1,588
Local or GTD housing		1,027		824		—		—
Other (9 and 10 sources, respectively)		5,994		5,568		7,024		6,468
Total revenue bonds	$	24,374	$	23,291	$	25,442	$	24,844

Low-Income Housing Tax Credit (“LIHTC”) Fund Investments

The Company has the ability to invest in limited partnerships which own housing projects that qualify for federal and/or California state tax credits, by mandating a specified percentage of low-income tenants for each project. The primary investment return comes from tax credits that flow through to investors. Because rent levels are lower than standard market rents and the projects are generally highly leveraged, each project also typically generates tax-deductible operating losses that are allocated to the limited partners for tax purposes.

The Company currently has investments in eight different LIHTC fund limited partnerships made in 2014, 2015, two in 2022, one in 2023, and three in 2024, all of which were California-focused funds that help the Company meet its obligations under the Community Reinvestment Act. The Company utilized the cost method of accounting for LIHTC fund investments, under which were initially recorded on the consolidated balance sheet as an asset that represents the total cash expected to be invested over the life of the partnership. Any commitments or contingent commitments for future investment are reflected as a liability. The income statement reflects tax credits and any other tax benefits from these investments “below the line” within income tax provision, while the initial book value of the investment is amortized on the proportional amortization method as a “below the line” expense, over the time period in which the tax credits and tax benefits are expected to be received.

As of March 31, 2025, the Company’s total LIHTC investment book balance was $24.7 million, which includes $18.3 million in remaining commitments for additional capital contributions, which is included in other liabilities on the consolidated balance sheet. There were approximately $0.7 million in tax credits derived from the Company’s LIHTC investments that were recognized during the three months ended March 31, 2025, and “below the line” amortization expense of $0.7 million associated with those investments was recorded for the same time period. LIHTC investments are evaluated annually for potential impairment, and the Company concluded that the carrying value of the investments is stated fairly and is not impaired.

As of December 31, 2024, the Company’s total LIHTC investment book balance was $25.4 million, which includes $20.5 million in remaining commitments for additional capital contributions. There were $1.8 million in tax credits derived from LIHTC investments that were recognized during the year ended December 31, 2024, and “below the line” amortization expense of $1.9 million associated with those investments was netted against pre-tax noninterest income for the same time period.

The Company’s investments in qualified affordable housing projects, and small business investment companies meet the definition of a variable interest entity as the entities are structured such that the limited partner investors lack substantive voting rights. Pursuant to the FASB standard on the consolidation of variable interest entities, these investments are not reflected on a consolidated basis in the Company’s financial statements.

Table of Contents

Note 10 – Loans and Allowance for Credit Losses

The ACL on the loan portfolio is a valuation allowance deducted from the recorded balance in loans. Under CECL the ACL represents principal which is not expected to be collected over the contractual life of the loans, adjusted for expected prepayment. The ACL is increased by a provision for credit losses charged to expense, and by principal recovered on charged-off balances. It is reduced by principal charge-offs. The amount of the allowance is based on Management’s evaluation of the collectability of the loan portfolio, using information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Adjustments are also made for changes in risk profile, credit concentrations, historical trends, and other economic conditions.

The Company elected the practical expedient available under CECL to exclude accrued interest receivable from the amortized cost basis of all categorizations of loans, and as a result did not estimate reserves on accrued interest receivable balances, as any past due interest income is reversed on a timely basis. Accrued interest receivable on loans of $7.5 million and $6.1 million at March 31, 2025, and December 31, 2024, respectively is included in other assets on the Company’s consolidated balance sheet.

The majority of the disclosures in this footnote are prepared at the class level which is equivalent to the call report or call code classification. The final table in this section separates a roll forward of the Allowance for Credit Losses at the portfolio segment level. Unless specifically noted otherwise, the disclosures in this footnote are prepared on an amortized cost basis.


Loan Distribution
(dollars in thousands, unaudited)
	March 31, 2025		December 31, 2024
Real estate:
Residential real estate	$	376,533	$	381,438
Commercial real estate		1,382,928		1,360,374
Other construction/land		7,717		5,458
Farmland		73,061		77,388
Total real estate		1,840,239		1,824,658
Other commercial		180,390		177,013
Mortgage warehouse lines		283,231		326,400
Consumer loans		2,902		3,270
Subtotal		2,306,762		2,331,341
Net deferred loan (fees) and costs		(99)		93
Loans, amortized cost basis		2,306,663		2,331,434
Allowance for credit losses		(27,050)		(24,830)
Net Loans	$	2,279,613	$	2,306,604

The Company places loans on nonaccrual status when Management has determined that the full repayment of principal and collection of contractually agreed upon interest is unlikely or when the loan in question has become delinquent more than 90 days. The Company may decide that it is appropriate to continue to accrue interest on certain loans more than 90 days delinquent if they are well-secured by collateral and collection is in process. When a loan is placed on nonaccrual status, any accrued but uncollected interest for the loan is reversed out of interest income in the period in which the loan’s status changed. For loans with an interest reserve, i.e., where loan proceeds are advanced to the borrower to make interest payments, all interest recognized from the inception of the loan is reversed when the loan is placed on nonaccrual. Once a loan is on nonaccrual status subsequent payments received from the customer are applied to principal, and no further interest income is recognized until the principal has been paid in full or until circumstances have changed such that payments are again consistently received as contractually required. Generally, loans are not restored to accrual status until the obligation is brought current and has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Table of Contents


Nonaccrual Loans
(dollars in thousands, unaudited)
	March 31, 2025
	Nonaccrual Loans
	With no allowance for credit loss		With an allowance for credit loss		Total		Loans Past Due 90+ Accruing
Real estate:
Residential real estate	$	264	$	—	$	264	$	—
Commercial real estate		5,876		—		5,876		—
Farmland		1,709		—		1,709		—
Total real estate		7,849		—		7,849		—
Other commercial		—		10,352		10,352		—
Total	$	7,849	$	10,352	$	18,201	$	—


	December 31, 2024
	Nonaccrual Loans
	With no allowance for credit loss		With an allowance for credit loss		Total		Loans Past Due 90+ Accruing
Real estate:
Residential real estate	$	23	$	—	$	23	$	—
Commercial real estate		—		—		—		—
Farmland		5,105		—		5,105		—
Total real estate		5,128		—		5,128		—
Other commercial		—		14,540		14,540		—
Consumer loans		—		—		—		—
Total	$	5,128	$	14,540	$	19,668	$	—

The Company did not recognize any interest on nonaccrual loans during the three months ended March 31, 2025, and would have recognized an additional $0.4 million in interest income on nonaccrual loans during the first quarter of 2025 had those loans not been designated as nonaccrual. Due to loans being placed on nonaccrual status, during the first quarter of 2025, $0.2 million of interest receivable on loans was reversed against interest income.

The following table presents the amortized cost basis of collateral-dependent loans by class as of March 31, 2025, and December 31, 2024:


Collateral Dependent Loans
(dollars in thousands, unaudited)
	March 31, 2025				December 31, 2024
	Amortized Cost		Individual Reserves		Amortized Cost		Individual Reserves
Real estate:
Residential real estate	$	264	$	—	$	23	$	—
Commercial real estate		5,876		—		—		—
Farmland		1,731		—		5,105		—
Total real estate		7,871		—		5,128		—
Other commercial		10,196		5,300		14,529		3,000
Total Loans	$	18,067	$	5,300	$	19,657	$	3,000

During the first three months of 2025 the amortized cost balance of collateral-dependent loans decreased by $1.6 million due primarily to principal payments received on an agricultural production loan, offset by a commercial real estate relationship secured by a hotel property which was placed on nonaccrual status. The weighted average loan-to-value ratio of collateral-dependent loans was 80.9% at March 31, 2025. There were no consumer mortgage loans secured by

Table of Contents

residential real estate properties for which formal foreclosure proceedings were in process as of March 31, 2025 and December 31, 2024.


Past Due Loans
(dollars in thousands, unaudited)
	March 31, 2025
	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90+ Days		Total Past Due		Loans not Past Due		Total Loans
Real estate:
Residential real estate	$	232	$	212	$	31	$	475	$	377,117	$	377,592
Commercial real estate		—		7,227		—		7,227		1,373,175		1,380,402
Other construction/land		—		—		—		—		7,633		7,633
Farmland		—		—		—		—		73,206		73,206
Total real estate		232		7,439		31		7,702		1,831,131		1,838,833
Other commercial		1,451		23		18		1,492		180,139		181,631
Mortgage warehouse lines		—		—		—		—		283,231		283,231
Consumer loans		22		—		—		22		2,946		2,968
Total Loans	$	1,705	$	7,462	$	49	$	9,216	$	2,297,447	$	2,306,663


	December 31, 2024
	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90+ Days		Total Past Due		Loans not Past Due		Total Loans
Real estate:
Residential real estate	$	879	$	215	$	—	$	1,094	$	381,413	$	382,507
Commercial real estate		—		—		—		—		1,357,833		1,357,833
Other construction/land		—		—		—		—		5,472		5,472
Farmland		3,335		—		—		3,335		74,212		77,547
Total real estate		4,214		215		—		4,429		1,818,930		1,823,359
Other commercial		258		15		—		273		178,058		178,331
Mortgage warehouse lines		—		—		—		—		326,400		326,400
Consumer loans		4		—		—		4		3,340		3,344
Total Loans	$	4,476	$	230	$	—	$	4,706	$	2,326,728	$	2,331,434

Table of Contents

Loan Modifications

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty by providing principal forgiveness, rate reductions, payment deferral, or term extension. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses.

In certain cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: principal forgiveness, rate reduction, payment deferral, and/or term extension.

The following tables present the amortized cost basis of loans at March 31, 2025 and 2024, that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 and 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below (dollars in thousands, unaudited):


		March 31, 2025
	Principal Forgiveness		Payment Delay		Term Extension		Combination Term Extension Interest Rate Reduction		Total Class of Financing Receivable
Other commercial	$	—	$	—	$	14	$	—		0.01%
Total	$	—	$	—	$	14	$	—		—


		March 31, 2024
	Principal Forgiveness		Payment Delay		Term Extension		Combination Term Extension Interest Rate Reduction		Total Class of Financing Receivable
Real estate:
Other construction/land	$	—	$	—	$	240	$	—		3.91%
Total real estate		—		—		240		—		0.01%
Other commercial		—		—		170		—		0.12%
Total	$	—	$	—	$	410	$	—		0.02%

Table of Contents

The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2025 and 2024 (dollars in thousands, unaudited):


		March 31, 2025
		Principal Forgiveness	Weighted-Average Interest Rate Reduction	Weighted-Average Term Extension (years)
Real estate:
Other commercial	$	—	—	0.33


		March 31, 2024
		Principal Forgiveness	Weighted-Average Interest Rate Reduction	Weighted-Average Term Extension (years)
Real estate:
Other construction/land	$	—	—	3.00
Other commercial	$	—	—	3.94

There were no payment defaults on loans previously modified in the preceding 12 months for either of the periods ending March 31, 2025, and 2024. For the purpose of this disclosure the Company defines a payment default as 90 days past due. The Company had $0.1 million in additional funds committed on loans which have been modified to borrowers experiencing financial difficulty as of March 31, 2025 and none as of March 31, 2024.

The Company monitors the credit quality of loans on a continuous basis using the regulatory and accounting classifications of pass, special mention and substandard to characterize and qualify the associated credit risk. Loans classified as “loss” are immediately charged off. The Company uses the following definitions of risk classifications:

Pass – Loans listed as pass include larger non-homogeneous loans not meeting the risk rating definitions below and smaller, homogeneous loans not assessed on an individual basis.

Special Mention – Loans classified as special mention have the potential weakness that deserves Management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are those loans with clear and well-defined weaknesses such as a highly leveraged position, unfavorable financial operating results and/or trends, or uncertain repayment sources or poor financial condition, which may jeopardize ultimate recoverability of the debt.

Table of Contents

Loan Credit Quality by Vintage

(dollars in thousands, unaudited)


	March 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term Loans		Total Loans
Residential real estate
Pass	$	—	$	—	$	—	$	94,607	$	216,461	$	51,115	$	9,821	$	3,949	$	375,953
Special mention		—		—		—		—		—		735		15		132		882
Substandard		—		—		—		—		—		295		308		154		757
Subtotal		—		—		—		94,607		216,461		52,145		10,144		4,235		377,592
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial real estate
Pass		36,396		145,598		99,903		197,969		44,660		756,106		29,699		—		1,310,331
Special mention		—		—		139		16,531		—		29,485		—		—		46,155
Substandard		—		77		—		—		—		23,839		—		—		23,916
Subtotal		36,396		145,675		100,042		214,500		44,660		809,430		29,699		—		1,380,402
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Other construction/land
Pass		—		2,856		—		—		—		4,777		—		—		7,633
Subtotal		—		2,856		—		—		—		4,777		—		—		7,633
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Farmland
Pass		683		13,362		5,318		9,006		11,020		12,544		8,821		647		61,401
Special mention		—		1,202		—		—		—		8,467		—		—		9,669
Substandard		—		—		1,731		—		—		405		—		—		2,136
Subtotal		683		14,564		7,049		9,006		11,020		21,416		8,821		647		73,206
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Other commercial
Pass		1,953		6,746		17,059		4,175		788		15,799		119,678		1,792		167,990
Special mention		—		43		51		17		—		173		7		3,072		3,363
Substandard		—		14		16		—		2		28		23		10,195		10,278
Subtotal		1,953		6,803		17,126		4,192		790		16,000		119,708		15,059		181,631
Current period gross charge-offs		37		—		—		—		4		—		15		—		56

Mortgage warehouse lines
Pass		—		—		—		—		—		—		283,231		—		283,231
Subtotal		—		—		—		—		—		—		283,231		—		283,231
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Consumer loans
Pass		621		69		335		89		39		182		1,582		—		2,917
Special mention		—		—		10		—		—		8		15		—		33
Substandard		2		—		15		—		—		—		1		—		18
Subtotal		623		69		360		89		39		190		1,598		—		2,968
Current period gross charge-offs		308		4		—		1		—		—		17		—		330

Total	$	39,692	$	169,967	$	124,577	$	322,394	$	272,974	$	903,958	$	453,216	$	19,941	$	2,306,663

Table of Contents

Loan Credit Quality by Vintage

(dollars in thousands, unaudited)


			December 31, 2024
		Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term Loans		Total Loans
Residential real estate
Pass	$	—	$	—	$	96,007	$	216,294	$	6,993	$	45,300	$	11,125	$	3,437	$	379,156
Special mention		—		1		—		1,418		—		1,666		—		23		3,108
Substandard		—		—		—		—		—		68		18		157		243
Subtotal		—		1		96,007		217,712		6,993		47,034		11,143		3,617		382,507
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial real estate
Pass		146,143		100,067		215,580		44,937		418,673		352,638		27,278		—		1,305,316
Special mention		—		141		—		—		24,206		2,815		1,350		—		28,512
Substandard		77		—		—		—		14,143		9,785		—		—		24,005
Subtotal		146,220		100,208		215,580		44,937		457,022		365,238		28,628		—		1,357,833
Current period gross charge-offs		—		—		—		—		2,438		—		—		—		2,438

Other construction/land
Pass		218		350		—		—		3,418		1,486		—		—		5,472
Subtotal		218		350		—		—		3,418		1,486		—		—		5,472
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Farmland
Pass		12,533		5,345		9,092		11,076		1,875		12,810		8,885		659		62,275
Special mention		1,203		1,770		—		—		819		7,715		—		—		11,507
Substandard		—		—		—		—		—		3,765		—		—		3,765
Subtotal		13,736		7,115		9,092		11,076		2,694		24,290		8,885		659		77,547
Current period gross charge-offs		—		—		—		—		—		410		—		—		410

Other commercial
Pass		7,058		17,449		4,627		901		6,064		10,623		111,840		1,723		160,285
Special mention		14		—		19		—		185		4		111		17,656		17,989
Substandard		15		—		—		—		—		31		11		—		57
Subtotal		7,087		17,449		4,646		901		6,249		10,658		111,962		19,379		178,331
Current period gross charge-offs		256		—		—		38		—		—		235		—		529

Mortgage warehouse lines
Pass		—		—		—		—		—		—		326,400		—		326,400
Subtotal		—		—		—		—		—		—		326,400		—		326,400
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Consumer loans
Pass		834		407		111		45		52		159		1,718		—		3,326
Special mention		—		10		1		—		—		—		2		—		13
Substandard		4		—		—		—		—		—		1		—		5
Subtotal		838		417		112		45		52		159		1,721		—		3,344
Current period gross charge-offs		1,377		31		7		3		—		3		62		—		1,483

Total	$	168,099	$	125,540	$	325,437	$	274,671	$	476,428	$	448,865	$	488,739	$	23,655	$	2,331,434

Table of Contents

Purchased credit deteriorated (“PCD”) loans are loans acquired or purchased, which as of acquisition, had evidence of more than insignificant credit deterioration since origination. As of March 31, 2025, the Company had no loans categorized as PCD.

The model used for calculating the Company’s ACL is refreshed periodically, most recently in the third quarter of 2024. As a result of this refresh process the Company changed to a Multi-factor Regression Model from a Single Factor Regression Model which was used in previous periods. Additionally, legacy peer groups were expanded to include California banks with an asset size between $1.5 billion to $10 billion. The Company’s ACL is calculated quarterly, with any difference in the calculated ACL and the recorded ACL adjusted through an entry to the provision for credit losses. For purposes of estimating the Company’s ACL, Management generally evaluates collectively evaluated loans by Federal Call code in order to group loans with similar risk characteristics together, however management has grouped loans in selected call codes together in determining portfolio segments, due to similar risk characteristics and reserve methodologies used for certain call code classifications.

Management calculates the quantitative portion of collectively evaluated reserves for all loan categories, with the exception of Farmland, Agricultural Production and Consumer loans, using a discounted cash flow (“DCF”) methodology. For purposes of calculating the quantitative portion of collectively evaluated reserves on Farmland, Agricultural Production, and Consumer categories a Remaining Life methodology is utilized.

The DCF quantitative reserve methodology incorporates the consideration of probability of default (“PD”) and loss given default (“LGD”) estimates to estimate periodic losses. The PD estimates are derived through the application of reasonable and supportable economic forecasts to call code specific regression models, derived from the consideration of historical bank-specific and peer loss-rate data. The loss rate data has been regressed against benchmark economic indicators, for which reasonable and supportable forecasts exist, in the development of the call-code specific regression models. Regression models are generally refreshed periodically, in order to pull in more recent loss rate data. Reasonable and supportable forecasts of the selected economic metric are then input into the regression model to calculate an expected default rate. The expected default rates are then applied to expected monthly loan balances estimated through the consideration of contractual repayment terms and expected prepayments. The Company utilizes a four-quarter forecast period, after which the expected default rates revert to the historical average for each call code, over a four-quarter reversion period, on a straight-line basis. The prepayment assumptions applied to expected cash flow over the contractual life of the loans are estimated based on historical, bank-specific experience, peer data and the consideration of current and expected conditions and circumstances including the level of interest rates. The prepayment assumptions may be updated by Management in the event that changing conditions impact Management’s estimate or additional historical data gathered has resulted in the need for a reevaluation. LGD utilized in the DCF is derived from the application of the Frye-Jacobs theory which relates LGD to PD based on historical peer data, as calculated by a third-party. Economic forecasts are considered over a four-quarter forecast period, with reversion to mean occurring on a straight-line basis over four quarters. The call code multiple factor regression models utilized as of March 31, 2025, for Residential Real Estate loans relied upon reasonable and supportable forecasts of the National Unemployment Rate and House Price Index (HPI). The call code multiple factor regression models utilized as of March 31, 2025, for Commercial Real Estate and Other Construction loans relied upon reasonable and supportable forecasts of the National Unemployment Rate and Gross Domestic Product (GDP). Management selected the National Unemployment Rate, HPI, and GDP as the drivers of quantitative portion of collectively evaluated reserves on loan classes reliant upon the DCF methodology, primarily as a result of high correlation coefficients identified in regression modeling, the availability of forecasts including the quarterly Federal Open Market Committee (“FOMC”) forecast and given the widespread familiarity of stakeholders with these economic metrics.

The quantitative reserves for Farmland, Agricultural Production and Consumer loans are calculated using a Remaining Life methodology where average historical peer loss rates are applied to expected loan balances over an estimated remaining life of loans in calculation of the quantitative portion of collectively evaluated loans in these classes. The estimated remaining life is calculated using historical peer data. For the Farmland, Agricultural Production and Consumer classes of loans, reasonable and supportable forecasts of the National Unemployment rate, real GDP and the housing price index are considered through estimation of qualitative reserves.

Management recognizes that there are additional factors impacting risk of loss in the loan portfolio beyond what is captured in the quantitative portion of reserves on collectively evaluated loans. As current and expected conditions may vary

Table of Contents

compared with conditions over the historical lookback period, which is utilized in the calculation of quantitative reserves, management considers whether additional or reduced reserve levels on collectively evaluated loans may be warranted given the consideration of a variety of qualitative factors. Several of the following qualitative factors (“Q-factors”) considered by management reflect the legacy regulatory guidance on Q-factors, whereas several others represent factors unique to the Company or unique to the current time period.

●

Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices

●

Changes in international, regional, and local economic and business conditions, and developments that affect the collectability of the portfolio, as reflected in forecasts of the Housing Price Index, Real GDP and the National Unemployment Rate (Farmland & Agricultural Production and Consumer segments only)

●

Changes in the nature and volume of the loan portfolio

●

Changes in the experience, ability, and depth of lending management and other relevant staff

●

Changes in the volume and severity of past due, nonaccruals loans, and adversely classified loans, as reflected in changes of the relative level of loans classified as substandard and special mention

●

Changes in the quality of the Company’s loan review processes

●

Changes in the value of underlying collateral for loans not identified as collateral-dependent

●

Changes in loan categorization concentrations

●

Other external factors, which include, the influence of peer data on estimated quantitative reserves, residual COVID-19 related risk, expected impact of current and expected inflationary environment, reliance on the National Unemployment rate as opposed to the California unemployment rate in the calculation of quantitative reserves, the expected impact of current and expected geo-political conditions

The qualitative portion of the Company’s reserves on collectively evaluated loans are calculated using a combination of numeric frameworks and management judgement to determine risk categorizations in each of the Q-factors presented above. The amount of qualitative reserves is also contingent upon the historical peer, life-of-loan-equivalent, loss rate ranges and the relative weighting of Q-factors according to Management’s judgment.

Although collectively evaluated reserves are generally calculated separately at the call code or loan class level, Management has grouped loan classes with similar risk characteristics into the following portfolio segments:

●

Residential Real Estate

●

Commercial Real Estate

●

Farmland & Agricultural Production

●

Commercial & Industrial

●

Mortgage Warehouse

●

Consumer loans.

Loans secured by Residential Real Estate have a different profile from loans secured by Commercial Real Estate. Generally, the borrowers for Residential Real Estate loans are consumers whereas borrowers for Commercial Real Estate are often businesses. The COVID-19 pandemic illustrated how these different categories of real estate loans were subject to different risks, which was exacerbated by the widespread work-from-home model adopted by many companies during and since the pandemic. Farmland and Agricultural Production loans are included in a single segment as these loans are often times to the same borrowers, facing the same risks relating to commodity prices, water supply and drought conditions in addition to other environmental concerns. Commercial & Industrial loans are separated into a unique segment given the uniqueness of these loans, which are often revolving and secured by other business assets as opposed to real estate. Mortgage warehouse loans are also unique in the Company’s portfolio and warrant separate presentation as an individual portfolio segment, given the specific nature of these constantly revolving lines to mortgage originators and also attributable

Table of Contents

to a very limited loss history, even after consideration of peer data. Finally, the Company splits out Consumer loans as a separate segment as a result of the small balance, homogeneous terms that characterize these loans.

Management individually evaluates loans that do not share risk characteristics with other loans when estimating reserves. As of March 31, 2025 and 2024, the only loans that Management considered to have different risk characteristics from other loans sharing the same Federal Call Report code were loans designated nonaccrual.

The following tables present the activity in the allowance for credit losses by portfolio segment for the quarters ended March 31, 2025, and 2024:

Allowance for Credit Losses

(dollars in thousands, unaudited)


	Residential Real Estate		Commercial Real Estate		Farmland & Agricultural Production		Commercial & Industrial		Mortgage Warehouse		Consumer		Total
Allowance for credit losses:
Balance, December 31, 2024	$	1,808	$	17,143	$	3,827	$	1,282	$	398	$	372	$	24,830
Charge-offs		—		—		—		(57)		—		(329)		(386)
Recoveries		—		—		410		14		—		221		645
(Benefit) provision for credit losses		(62)		144		1,795		267		(59)		(124)		1,961
Ending allowance balance:	$	1,746	$	17,287	$	6,032	$	1,506	$	339	$	140	$	27,050


	Residential Real Estate		Commercial Real Estate		Farmland & Agricultural Production		Commercial & Industrial		Mortgage Warehouse		Consumer		Total
Allowance for credit losses:
Balance, December 31, 2023	$	2,727	$	18,554	$	586	$	1,148	$	174	$	311	$	23,500
Charge-offs		—		(20)		(410)		(287)		—		(411)		(1,128)
Recoveries		—		—		—		440		—		231		671
(Benefit) provision for credit losses		(184)		117		379		(456)		131		110		97
Ending allowance balance:	$	2,543	$	18,651	$	555	$	845	$	305	$	241	$	23,140

Note 11 – Goodwill

The balance of goodwill at the three months beginning and ended March 31, 2025 and 2024 was $27.4 million. There was no acquired goodwill for the three months ended March 31, 2025 and 2024.

The Company performs its annual goodwill impairment tests annually, or more often if events or circumstances indicate the carrying value may not be recoverable. The annual assessment date was changed to October 1 in 2023 to allow more time for evaluation of impairment.

The Company performed its annual Step 1 goodwill impairment assessment as of October 1, 2024, using a market approach. Based on the results of the Company’s goodwill impairment assessment, the Company determined that the fair value of its reporting unit, which was at the consolidated level, exceeded the carrying value. Management continues to evaluate whether or not a triggering event occurs, or circumstances change that would more likely than not reduce the fair value of the Company below its carrying amount before the next annual test in 2025 and has concluded no such events have occurred. Therefore, goodwill was not impaired as of March 31, 2025, and there were no impairment charges related to the Company’s goodwill recorded during the three months ended March 31, 2025 and 2024.

Table of Contents

Note 12 – Borrowings and Other Arrangements

Repurchase Agreements – Repurchase agreements represent “sweep accounts,” where commercial deposit balances above a specified threshold are transferred at the close of each business day into separate non-deposit accounts. The balances of the non-deposit accounts are used by customers to purchase government bonds from the Company daily, subject to an agreement from the Company to repurchase such securities the next business day. Repurchase agreements totaled $118.8 million at March 31, 2025, relative to a balance of $108.9 million at December 31, 2024.

Long-Term Debt – The Company has long-term debt in the form of fixed to floating rate subordinated debentures with a fixed rate of 3.25% until September 30, 2026, then floating rate at 253.5 basis points over 3-month term Secured Overnight Financing Rate (“SOFR”) until maturity on October 1, 2031. The balance of the Company’s long-term debt, net of unamortized issuance costs, was $49.4 million at March 31, 2025, and $49.4 million at December 31, 2024.

Subordinated Debentures - Sierra Statutory Trust II (“Trust II”), Sierra Capital Trust III (“Trust III”), and Coast Bancorp Statutory Trust II (“Trust IV”), (collectively, the “Trusts”) exist solely for the purpose of issuing trust preferred securities fully and unconditionally guaranteed by the Company. For financial reporting purposes, the Trusts are not consolidated, and the Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Subordinated Debentures”) held by the Trusts and issued and guaranteed by the Company are reflected in the Company’s consolidated balance sheet in accordance with provisions of ASC Topic 810. Trust preferred securities are variable rate instruments which were benchmarked against the London Interbank Offered Rate (LIBOR) plus a spread until LIBOR was phased out on June 30, 2023. These instruments are benchmarked against the SOFR, effective June 30, 2023. At March 31, 2025, and December 31, 2024, the Company’s trust preferred securities totaled $35.9 million and $35.8 million, respectively.

The following table summarizes the Company’s other borrowings as of March 31, 2025, and December 31, 2024:


	March 31, 2025			December 31, 2024
			Weighted			Weighted
			Average			Average
	Balance		Rate	Balance		Rate
Overnight Fed funds purchased	$	—	4.43%	$	—	6.56%
Short-term FHLB advance		—	4.51%		—	5.46%
Long-term FHLB advance		80,000	3.91%		80,000	3.91%
Total other borrowings	$	80,000	3.94%	$	80,000	3.97%

The Company has established secured and unsecured lines of credit under which it may borrow funds from time to time on a term or overnight basis from the FHLB, FRB, and other correspondent banks.

Federal Funds Purchased – The Company had lines of credit with its correspondent banks which, in the aggregate, amounted to $479.8 million unsecured and $25.0 million secured at March 31, 2025 and December 31, 2024, at fixed interest rates which vary with market conditions. There were no outstanding overnight balances under these lines of credit at March 31, 2025 and December 31, 2024.

Secured FHLB Borrowings – At March 31, 2025, and December 31, 2024, the Company had secured available lines of credit with the FHLB totaling $633.4 million and $629.1 million, respectively, based on eligible collateral of certain loans and investment securities.

Federal Reserve Line of Credit – The Company has an available line of credit with the Federal Reserve Bank (“FRB”) of San Francisco secured by certain loans and investments. At March 31, 2025, and December 31, 2024, the Company had borrowing capacity under this line totaling $258.1 million and $298.3 million, respectively. The Company had no outstanding borrowings on this line of credit as of March 31, 2025, and December 31, 2024.

Table of Contents

Note 13 – Revenue Recognition

The Company utilizes the guidance found in ASU 2014-09, Revenue from Contracts with Customers (ASC 606), when accounting for certain noninterest income. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Sufficient information should be provided to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company’s revenue streams that are within the scope of and accounted for under Topic 606 include service charges on deposit accounts, debit card interchange fees, and fees levied for other services the Company provides its customers. The guidance does not apply to revenue associated with financial instruments such as loans and investments, and other noninterest income such as loan servicing fees and earnings on bank-owned life insurance, which are accounted for on an accrual basis under other provisions of GAAP.

All of the Company’s revenue from contracts within the scope of ASC 606 is recognized as noninterest income. Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at March 31, 2025, March 31, 2024, and December 31, 2024. The following table presents the Company’s sources of noninterest income. Items outside the scope of ASC 606 are noted as such (dollars in thousands, unaudited).


	For the three months ended March 31,
	2025		2024
Noninterest income
Service charges on deposits
Returned item and overdraft fees	$	1,245	$	1,324
Other service charges on deposits		2,383		2,454
Debit card interchange income		1,953		1,948
Dividends on equity investments⁽¹⁾		375		375
Unrealized losses recognized on equity investments⁽¹⁾		—		(311)
Net gain (loss) on sale of securities⁽¹⁾		122		(2,817)
Other⁽¹⁾		564		5,616
Total noninterest income	$	6,642	$	8,589
Percentage of noninterest income not within scope of ASC 606.		15.97%		33.33%

(1)	Not within scope of ASC 606. Revenue streams are not related to contracts with customers and are accounted for under other provisions of GAAP.

With regard to noninterest income associated with customer contracts, the Company has determined that transaction prices are fixed, and performance obligations are satisfied as services are rendered, thus there is little or no judgment involved in the timing of revenue recognition under contracts that are within the scope of ASC 606.

Note 14 – Subsequent Events

Full Payment of Nonaccrual Loan

Subsequent to March 31, 2025, the Company received full payment on a nonaccrual loan secured by commercial real estate with a carrying amount of $5.9 million. The receipt of payment in full totaling $6.5 million, included all principal, interest, and fees due.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes forward-looking statements that involve inherent risks and uncertainties. These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933 (“1933 Act”), as amended and Section 21E of the Securities Exchange Act of 1934 (“1934 Act”), as amended. Those sections of the 1933 Act and 1934 Act provide a “safe harbor” for forward-looking statements in order to encourage companies to provide prospective information about their financial performance as long as important factors that could cause actual results to differ significantly from projected results are identified with meaningful cautionary statements. Words such as “expects,” “anticipates,” “believes,” “projects,” “intends,” and “estimates” or variations of such words and similar expressions, as well as future or conditional verbs preceded by “will,” “would,” “should,” “could” or “may” are intended to identify forward-looking statements. These forward-looking statements are based on certain underlying assumptions and are not guarantees of future performance, as they could be impacted by several potential risks and developments that cannot be predicted with any degree of certainty.

These statements are based on Management’s current expectations regarding economic, legislative, regulatory, and other environmental issues that may affect earnings in future periods. Therefore, actual outcomes and results may differ materially from what is expressed, forecast in, or implied by such forward-looking statements.

A variety of factors could have a material adverse impact on the Company’s financial condition or results of operations and should be considered when evaluating the Company’s potential future financial performance. They include, but are not limited to:

●

risks associated with fluctuations in interest rates, including the impact on other comprehensive income, the ability for customers to repay on floating or adjustable rates loans, and the impact on costs and demand of deposits and funding, the impact on interest income on earning assets, the impact on valuations of collateral on loans, and the impact on fair value of longer-term assets;

●

risks associated with inflation (including efforts by the FOMC of the FRB to control the same);

●

the risk of unfavorable economic conditions in the Company’s market areas, or the impact on the Company’s market areas of national or international economic conditions or changes to economic policies, including tariffs;

●

liquidity risks, including the ability to effectively manage the potential loss of deposits, the ability to maintain funding lines of credit, and the loss of value of unencumbered investment securities;

●

increases in nonperforming assets and credit losses that could occur, particularly in times of weak economic conditions or rising interest rates;

●

the impact of adverse developments at other banks, including bank failures, which impact general sentiment regarding the stability and liquidity of banks;

●

risks associated with the multitude of or changes to current and prospective banking laws and regulations, and related interpretations, to which the Company is and will be subject;

●

operational risks including the ability to detect and prevent financial reporting errors, operations errors, and fraud;

●

the Company’s ability to diversify and grow its loan portfolio;

●

the Company’s ability to attract and retain skilled employees;

Table of Contents

●

the Company’s ability to successfully deploy new technology and manage cyber security risks;

●

the risk to the Company’s operations and ability to serve customers due to the inability of a vendor to meet its service level agreements;

●

the outcome of any existing or future legal action for which the Company or Bank is a defendant;

●

the effects of severe weather events, pandemics, other public health crises, acts of war or terrorism, and other external events; and

●

the success of acquisitions or branch expansions, closures or consolidations.

Risk factors that could cause actual results to differ materially from results that might be implied by forward-looking statements include the risk factors detailed in the Company’s Form 10-K for the fiscal year ended December 31, 2024, and in Item 1A, herein. The Company does not update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

CRITICAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The financial information and disclosures contained within those statements are significantly impacted by Management’s estimates and judgments, which are based on historical experience and incorporate various assumptions that are believed to be reasonable under current circumstances. Actual results may differ from those estimates under divergent conditions.

Critical accounting policies are those that involve the most complex and subjective decisions and assessments which have the greatest potential impact on the Company’s stated results of operations. In Management’s opinion, the Company’s critical accounting policies deal with the following areas:

●

the establishment of the allowance for credit losses, as explained in detail in Note 10 to the consolidated financial statements and in the “Provision for Credit Losses” and “Allowance for Credit Losses” sections of this discussion and analysis;

●

the valuation of individually evaluated loans, as discussed in Notes 8 and 10 to the consolidated financial statements;

Critical accounting areas are evaluated on an ongoing basis to ensure that the Company’s financial statements incorporate its most recent expectations regarding those areas.

OVERVIEW OF THE RESULTS OF OPERATIONS

AND FINANCIAL CONDITION

RESULTS OF OPERATIONS SUMMARY

First Quarter 2025 Compared to First Quarter 2024

First quarter 2025 net income was $9.1 million, and $0.65 per diluted share as compared to $9.3 million, and $0.64 per diluted share in the first quarter of 2024. The Company’s annualized return on average equity was 10.44% and annualized return on average assets was 1.02% for the quarter ended March 31, 2025, compared to 11.09% and 1.06%, respectively, for the same quarter in 2024. The primary drivers behind the variance in first quarter net income are as follows:

●

Net income for the first quarter of 2025 decreased $0.2 million, or 2%, to $9.1 million. There was a favorable increase in net interest income for $1.4 million and a $2.1 million reduction in noninterest expense, which were offset by an increase in the provision for credit losses of $1.9 million as well as reduction of noninterest income of $1.9 million.

Table of Contents

●

The $1.4 million increase in net interest income for the quarter was driven by a 12 basis point increase in the net interest margin due to lower cost of deposits and borrowings and an increase in yield on loans, partially offset by lower yields on investments.

●

Noninterest income for the first quarter of 2025 as compared to the same period in 2024 decreased $1.9 million or 23%. In the first quarter of 2024 we had a loss on the sale of bonds from a balance sheet restructure for $3.0 million offset by a gain on the sale/leaseback of two bank owned branch buildings for $3.8 million, with no like transaction in the first quarter of 2025. We experienced an unfavorable variance of $1.5 million in bank owned life insurance (BOLI), but had increases in other noninterest income, primarily life insurance proceeds, and dividends for $0.5 million.

●

Noninterest expense decreased $2.1 million, or 9%, compared to the first quarter of 2024. The primary driver of lower expense in the first quarter of 2025 as compared to the same period in 2024 is deferred directors’ fees as part of the Company’s deferred compensation plan. The lower deferred compensation expense was offset by lower bank-owned life insurance income, mostly due to fluctuations in underlying values of assets in the separate account BOLI policies that are designed to have similar assets to those in the deferred compensation plans.

FINANCIAL CONDITION SUMMARY

March 31, 2025 Relative to December 31, 2024

The Company’s assets totaled $3.6 billion at March 31, 2025, a decrease of $8.1 million, or 0.2% from December 31, 2024. The following provides a summary of key balance sheet changes during the first three months of 2025:

●

Investment securities decreased $39.1 million, or 4.0%, to $922.4 million primarily due to paydowns in the portfolio, which were partially used to offset brokered deposit maturities.

●

Gross loans decreased $24.6 million, due to a $43.2 million decrease in mortgage warehouse line utilization, due to seasonality and two large line paydowns shortly before quarter-end, partially offset by a favorable increase in organic loan growth of $18.6 million, mostly commercial real estate. During the final week of the quarter, two mortgage warehouse customers paid down their lines by $41.3 million as part of normal operations.

●

Deposits decreased by $41.8 million, or 1%. The decline in deposits came from an $85.0 million, planned decrease in brokered deposits, while overall customer deposits increased $43.2 million.

●

Other interest-bearing liabilities increased $9.9 million, from an increase in repurchase agreements.

Total capital of $351.8 million at March 31, 2025, reflects a decrease of $5.5 million, or 2%, compared to December 31, 2024. The decrease in equity during the first quarter of 2025 is due to net income of $9.1 million, offset by a $3.5 million dividend paid to shareholders, $14.2 million in share repurchases, and a $2.4 million favorable swing in other comprehensive income due principally to positive changes in investment securities’ fair value. The remaining difference is related to equity compensation recognized during the quarter.

EARNINGS PERFORMANCE

The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on deposits and other borrowed money. The second is noninterest income, which primarily consists of customer service charges and fees but also comes from non-customer sources such as BOLI, equity investments, and investment gains. The majority of the Company’s noninterest expense is comprised of operating costs that facilitate offering a full range of banking services to its customers.

NET INTEREST INCOME AND NET INTEREST MARGIN

Net interest income was $30.1 million for the first quarter of 2025, a decrease of $0.2 million, or 1%, as compared to the fourth quarter of 2024, and an increase of $1.4 million, or 5%, as compared to the first quarter of 2024. Although interest

Table of Contents

expense improved by $1.4 million due to a 14 basis points favorable cost of funds, interest income declined by $1.6 million, due to a decline in both volume and interest rates on investments and a slight decline in loan interest income, mostly from the decrease in line utilization of mortgage warehouse lines discussed in the “Balance Sheet Analysis – Earning Assets – Loan Portfolio” section below.

The $1.4 million increase in interest income for the first quarter of 2025, as compared to the same quarter in 2024, is due primarily to a $232.2 million increase in average loan balances, as well as a 37 basis point increase in yield. This was complemented by a $0.9 million decrease in interest expense due to the movement of deposits from higher cost time deposits, including wholesale brokered deposits to lower or no cost transaction accounts. Interest bearing deposit costs decreased 9 basis points in the first quarter of 2025 as compared to the same quarter in 2024, along with a 47 basis points decrease in the cost of borrowed funds. Additionally average borrowed funds were $35.0 million lower in the first quarter of 2025 as compared to the same quarter in 2024.

Interest expense was $11.3 million for the first quarter of 2025, a decrease of $0.9 million, relative to the first quarter of 2024. The favorable change in the quarterly comparison was primarily due to a decrease in rates paid on customer variable rate Certificates of Deposit. The positive interest rate variance on Certificates of Deposit were complemented by a decrease in volume and rate on borrowed funds. Borrowed funds decreased $35.0 million, and lower cost or no cost deposits increased $62.4 million.

The Company had $1.3 billion in adjustable and variable rate loans and $339.9 million in floating rate bonds, as compared to $251.5 million in floating rate CDs and $35.9 million in floating rate trust preferred securities at March 31, 2025. The adjustable-rate loans have repricing frequencies ranging from 30-days to 10-years. Of the $1.3 billion in adjustable and variable rate loans, $696.1 million of such adjustable and variable rate loans reprice or mature in the next twelve months. In addition, there are $618.3 million of fixed-term deposits that reprice or mature within twelve months. Based on current rates, of the $696.1 million in adjustable and variable rate loans that reprice or mature over the next twelve months, $303.5 million, or 44%, have a current pricing index rate that is higher than the current index, while $24.8 million, or 4%, have lower pricing index rates as compared to the current index. The remaining balance of $367.8 million are priced at the current index rate or are expected to mature.

The Company’s net interest margin was 3.74% for the first quarter of 2025, as compared to 3.62% for the quarter ending March 31, 2024. While the change in yield on interest earning assets was negligible, there was a 16 basis point positive variance on interest bearing liabilities.

The level of net interest income recognized in any given period depends on a combination of factors including the average volume and yield for interest-earning assets, the average volume and cost of interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities.

The following tables show average balances for significant balance sheet categories and the amount of interest income or interest expense associated with each category for the noted periods. The tables also display calculated yields on each major component of the Company’s investment and loan portfolios, average rates paid on each key segment of the Company’s interest-bearing liabilities, and net interest margin for the noted periods.

Table of Contents

Average Balances and Rates

(dollars in thousands, unaudited)


	For the three months ended					For the three months ended
	March 31, 2025					March 31, 2024
Assets	Average Balance ⁽¹⁾		Income/ Expense		Average Rate/Yield ⁽²⁾	Average Balance ⁽¹⁾		Income/ Expense		Average Rate/Yield ⁽²⁾
Investments:
Interest-earning due from banks	$	54,641	$	590	4.38%	$	16,996	$	243	5.75%
Taxable		735,197		9,138	5.04%		893,171		13,303	5.99%
Non-taxable		197,558		1,576	4.10%		244,997		1,989	4.13%
Total investments		987,396		11,304	4.81%		1,155,164		15,535	5.59%

Loans:⁽³⁾
Real estate		1,824,428		21,988	4.89%		1,806,185		20,190	4.50%
Agricultural		76,316		1,030	5.47%		61,419		1,138	7.45%
Commercial		103,152		1,515	5.96%		79,208		1,183	6.01%
Consumer		3,286		69	8.52%		3,962		80	8.12%
Mortgage warehouse lines		313,251		5,529	7.16%		137,421		2,821	8.26%
Other		2,361		18	3.09%		2,333		14	2.41%
Total loans		2,322,794		30,149	5.26%		2,090,528		25,426	4.89%
Total interest-earning assets ⁽⁴⁾		3,310,190		41,453	5.13%		3,245,692		40,961	5.14%
Other earning assets		17,062					17,345
Non-earning assets		273,926					270,786
Total assets	$	3,601,178				$	3,533,823


Liabilities and shareholders' equity
Interest-bearing deposits:
Demand deposits	$	207,774	$	1,292	2.52%	$	137,961	$	699	2.04%
NOW		378,338		119	0.13%		398,639		84	0.08%
Savings accounts		352,645		90	0.10%		376,335		73	0.08%
Money market		145,092		571	1.60%		137,687		410	1.20%
Time deposits		531,299		4,412	3.37%		561,941		6,190	4.43%
Brokered deposits		244,561		2,888	4.79%		205,092		2,189	4.29%
Total interest-bearing deposits		1,859,709		9,372	2.04%		1,817,655		9,645	2.13%
Borrowed funds:
Federal funds purchased		183		2	4.43%		14,928		245	6.60%
Repurchase agreements		112,361		69	0.25%		112,385		41	0.15%
Short term borrowings		4,043		45	4.51%		24,547		350	5.73%
Long term FHLB advances		80,000		771	3.91%		80,000		777	3.91%
Long-term debt		49,402		430	3.53%		49,312		431	3.52%
Subordinated debentures		35,855		652	7.37%		35,677		755	8.51%
Total borrowed funds		281,844		1,969	2.83%		316,849		2,599	3.30%
Total interest-bearing liabilities		2,141,553		11,341	2.15%		2,134,504		12,244	2.31%
Demand deposits - noninterest-bearing		1,003,322					990,377
Other liabilities		102,806					70,534
Shareholders' equity		353,497					338,408
Total liabilities and shareholders' equity	$	3,601,178				$	3,533,823
Interest income/interest-earning assets					5.13%					5.14%
Interest expense/interest-earning assets					1.39%					1.52%
Net interest income and margin⁽⁵⁾			$	30,112	3.74%			$	28,717	3.62%

(1)	Average balances are obtained from the best available daily or monthly data and are net of deferred fees and related direct costs.

(2)	Yields and net interest margin have been computed on a tax equivalent basis utilizing a 21% effective federal tax rate.

(3)	Loans are gross of the allowance for expected credit losses. Loan fees have been included in the calculation of interest income. Net loan (costs) fees and loan acquisition FMV amortization were $(0.3) million and $(0.3) million for the quarters ended March 31, 2025 and 2024, respectively.

(4)	Nonaccrual loans have been included in total loans for purposes of computing total earning assets.

(5)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

Table of Contents

The Volume and Rate Variances table below sets forth the dollar difference for the comparative periods in interest earned or paid for each major category of interest-earning assets and interest-bearing liabilities, and the amount of such change attributable to fluctuations in average balances (volume) or differences in average interest rates. Volume variances are equal to the increase or decrease in average balances multiplied by prior period rates, and rate variances are equal to the change in rates multiplied by prior period average balances. Variances attributable to both rate and volume changes, calculated by multiplying the change in rates by the change in average balances, have been allocated to the rate variance.

Volume & Rate Variances

(dollars in thousands, unaudited)


	Three months ended March 31,
	2025 over 2024
	Increase (decrease) due to
Assets:	Volume		Rate		Mix		Net
Investments:
Federal funds sold/due from time	$	538	$	(59)	$	(132)	$	347
Taxable		(2,353)		(2,201)		389		(4,165)
Non-taxable		(95)		(35)		(283)		(413)
Total investments ⁽¹⁾		(1,910)		(2,295)		(26)		(4,231)
Loans:
Real estate		204		1,578		16		1,798
Agricultural		276		(309)		(75)		(108)
Commercial		358		(20)		(6)		332
Consumer		(13)		3		(1)		(11)
Mortgage warehouse		3,609		(395)		(506)		2,708
Other		—		4		—		4
Total loans ⁽¹⁾		4,434		861		(572)		4,723
Total interest-earning assets ⁽¹⁾	$	2,524	$	(1,434)	$	(598)	$	492
Liabilities
Interest-bearing deposits:
Demand deposits	$	354		159		80	$	593
NOW		(4)		41		(2)		35
Savings accounts		(5)		23		(1)		17
Money market		22		132		7		161
Time deposits		(338)		(1,523)		83		(1,778)
Brokered deposits		421		233		45		699
Total interest-bearing deposits ⁽¹⁾		450		(935)		212		(273)
Borrowed funds:
Federal funds purchased		(242)		(82)		81		(243)
Repurchase agreements		—		28		—		28
Short term borrowings		(292)		(77)		64		(305)
Long-term FHLB Advances		—		(6)		—		(6)
Long term debt		1		(2)		—		(1)
Subordinated debentures		4		(106)		(1)		(103)
Total borrowed funds ⁽¹⁾		(529)		(245)		144		(630)
Total interest-bearing liabilities ⁽¹⁾		(79)		(1,180)		356		(903)
Net interest income ⁽¹⁾	$	2,603	$	(254)	$	(954)	$	1,395

(1)	Subtotals are a sum of the categories above and are not recalculated on the portfolio totals.

The volume variance calculated for the first quarter of 2025 relative to the first quarter of 2024 was a favorable $2.6 million; this is primarily from a favorable loan volume variance of $4.4 million augmented by a favorable reduction in other borrowed funds. There was an unfavorable rate variance of $0.3 million from the comparative quarter primarily driven from an unfavorable rate variance on investment securities, partially offset by favorable rate variances in loans and interest bearing liabilities. There was an unfavorable mix variance of $1.0 million primarily from an increase in mortgage

Table of Contents

warehouse originations at lower interest rates. The Company’s net interest margin for the first quarter of 2025 was 3.74%, as compared to 3.62% for the first quarter of 2024.

Average interest earning cash balances for the quarterly comparisons have increased and have a positive impact on the net interest margin since cash balances have been earning approximately 4.4%. Average cash and due from banks was $54.6 million, an increase of $37.6 million for the first quarter of 2025 as compared to the same period last year.

Overall average investment securities decreased by $205.4 million for the first quarter of 2025, as compared to the same period in 2024, as paydowns and maturities, exceeded purchases, with the excess used to partially offset brokered deposit maturities. The overall investment portfolio had a tax-equivalent yield of 4.52% at March 31, 2025, with an average life of 5.88 years and average effective duration of 2.1 years for available-for-sale securities. Approximately $266.7 million of the investment securities reprice every 90 days and $74.6 million are subordinated debt with an initial fixed rate period of 5 years and floating thereafter.

Variances in interest expense were the result of changes discussed under the “Net Interest Income and Net Interest Margin” heading.

PROVISION FOR CREDIT LOSSES ON LOANS

Credit risk is inherent in the business of making loans. The Company sets aside an allowance for credit losses on loans, a contra-asset account, through periodic charges to earnings which are reflected in the income statement as the provision for credit losses on loans. Specifically identifiable and quantifiable loan losses are immediately charged off against the allowance, with subsequent recoveries reflected as an increase to the allowance. The Company recorded a provision for credit losses of $2.0 million in the first quarter of 2025, as compared to $0.1 million in the first quarter of 2024. The increased provision for credit losses in the first quarter of 2025 over the first quarter of 2024, was primarily due to an increased specific reserve on an individually evaluated loan related to a single loan relationship of a wine grape grower. The allowance for credit losses on loans is at a level that, in Management’s judgment, is adequate to absorb probable credit losses on loans related to individually identified loans as well as probable credit losses in the remaining loan portfolio.

The Company’s policies for monitoring the adequacy of the allowance, determining loan balances that should be charged off, and other detailed information with regard to changes in the allowance are discussed in Note 10 to the consolidated financial statements, and below, under “Allowance for Credit Losses.” The process utilized to establish an appropriate credit allowance for losses on loans can result in a high degree of variability in the Company’s credit loss provision, and consequently in net earnings.

Table of Contents

NONINTEREST INCOME AND NONINTEREST EXPENSE

Noninterest Income/Expense

(dollars in thousands, unaudited)


	For the three months ended March 31,
Noninterest income:	2025		2024
Service charges and fees on deposit accounts	$	5,581	$	5,726
Net gain (loss) on sale of securities available-for-sale		122		(2,817)
(Loss) gain on sale of fixed assets		(2)		3,799
Bank-owned life insurance		(265)		1,215
Other		1,206		666
Total noninterest income	$	6,642	$	8,589
As a % of average interest-earning assets ⁽¹⁾		0.81%		1.06%

Noninterest expense:
Salaries and employee benefits	$	13,003	$	13,197
Occupancy and equipment costs		2,978		3,025
Advertising and marketing costs		348		343
Data processing costs		1,498		1,509
Deposit services costs		1,991		2,133
Loan services costs
Loan processing		138		151
Foreclosed assets		4		—
Other operating costs		928		926
Professional services costs
Legal & accounting services		651		715
Director's costs		(134)		1,254
Other professional service		706		809
Stationery & supply costs		101		148
Sundry & tellers		205		316
Total noninterest expense	$	22,417	$	24,526
As a % of average interest-earning assets ⁽¹⁾		2.75%		3.06%

(1)	Annualized

Table of Contents

Noninterest Income:

Noninterest income decreased by $1.9 million, or 23%, in the first quarter of 2025 as compared to the same quarter in 2024. The decrease in the first quarter 2025, is due mostly to a $1.5 million unfavorable change in bank owned life insurance associated with deferred compensation plans (as described further below) as well as $0.9 million in year-over-year differences due to the first quarter of 2024 strategic balance sheet restructure, which included a bond sale and sale leaseback of branch properties. Partially offsetting these unfavorable variances were $0.3 million in additional life insurance death benefits.

Within noninterest income and noninterest expense are mostly offsetting amounts related to bank owned life insurance and non-qualified deferred compensation. This created a year-over-year unfavorable variance of $1.5 million within noninterest income and a favorable year-over-year $1.5 million variance for noninterest expense. The Company maintains a non-qualified deferred compensation plan for officers and directors, which allows the participant to defer a portion of their earnings tax-free. Participants are allowed to choose different hypothetical investment alternatives to determine their individualized return on their deferred compensation. The Company has chosen to offset the cost of this liability with BOLI which is funded based on deferral elections from the participants. Although the BOLI is not directly tied to the deferred compensation plan, the BOLI is invested in similar fund types as those selected by the participants. There is some inefficiency in net earnings of the BOLI asset as compared to the deferred compensation liability created by the cost of insurance, differences in balances, and differences in individual fund performance. During the first quarter of 2025, reversal of earnings from the BOLI was $0.3 million, while reversal of expense from the related deferred compensation liability was $0.4 million. Most of such expense is reported as professional fees under directors’ fees as such expense is related to deferral of past directors’ fees. Specifically, $0.4 million for the quarterly comparison is reflected as a reversal of directors’ fees as part of the overall professional fees expense line item.

Service charges and fees on customer deposit accounts declined by $0.1 million, or 3%, to $5.6 million in the first quarter of 2025 as compared to the first quarter of 2024. Lower returned check charges was the primary driver of the unfavorable variance.

In the “other” category of noninterest income there was a $0.5 million increase in the first quarter of 2025 as compared to the first quarter of 2024. Life insurance proceeds and a 2024 first quarter loss on the valuation of equity securities account accounted for most of the favorable variance.

Noninterest Expense:

Total noninterest expense decreased $2.1 million, or 9%, compared to the first quarter of 2024. The primary driver of the positive variance as compared to the same period of 2024 is $1.5 million favorable change of deferred directors’ fees and officers’ deferred compensation expense as part of the Company’s deferred compensation plan as described above.

Salaries and benefits were $0.2 million lower than the first quarter of 2024. The decrease in the year-over-year quarterly comparison is due to several factors, including severance payments in the first quarter of 2024, with no like payments in the first quarter of 2025, and a decrease in deferred compensation expense. Overall full-time equivalent employees were 489 at March 31, 2025, as compared to 492 at March 31, 2024.

Occupancy expense was mostly unchanged for the first quarter of 2025 as compared to the same quarter last year.

Other noninterest expense decreased $1.9 million over the first quarter of 2024. The primary reason for the positive variance was decreased directors deferred compensation expense which is linked to the fluctuation in BOLI income. Additionally, debit card processing costs and debit card losses were $0.4 million lower in the year-over-year quarterly comparison because of the Company’s conversion from Mastercard to VISA.

Table of Contents

PROVISION FOR INCOME TAXES

The Company sets aside a provision for income taxes on a monthly basis. The amount of that provision is determined by first applying the Company’s statutory income tax rates to estimated taxable income, which is pre-tax book income adjusted for permanent differences, and then subtracting available tax credits. Permanent differences include but are not limited to tax-exempt interest income, BOLI income, and certain book expenses that are not allowed as tax deductions. Tax credits consist primarily of those generated by investments in low-income housing tax credit funds. The Company's provision for income taxes was 25.8% of pre-tax income in the first quarter of 2025, relative to 26.3% in the first quarter of 2024. The variance in the effective tax rate, is due to fluctuations in tax credits and related amortization, as well as tax-exempt income as a percentage of total taxable income.

BALANCE SHEET ANALYSIS

EARNING ASSETS

The Company’s interest-earning assets are comprised of loans and investments, including overnight investments and surplus balances held in interest-earning accounts in its FRB account. The composition, growth characteristics, and credit quality of both of those components are significant determinants of the Company’s financial condition. Investments are analyzed in the section immediately below, while the loan portfolio and other factors affecting earning assets are discussed in the sections following investments.

INVESTMENTS

The Company’s investments may at any given time consist of debt securities and marketable equity securities (together, the “investment portfolio”), investments in the time deposits of other banks, surplus interest-earning balances in its FRB account, and overnight fed funds sold. The Company’s investments can serve several purposes, including the following: 1) they can provide liquidity for potential funding needs; 2) they provide a source of pledged assets for securing public deposits, bankruptcy deposits and certain borrowed funds which require collateral; 3) they constitute a large base of assets with structural characteristics that can be changed more readily than loan or deposit portfolios, as might be required for interest rate risk management purposes; 4) they are another interest-earning option for the placement of surplus funds when loan demand is light; and 5) they can provide partially tax exempt income.

The investment portfolio is reflected on the balance sheet as investment securities and totaled $922.4 million, or 26% of total assets at March 31, 2025, and $1.0 billion, or 27% of total assets at December 31, 2024. The decrease was due to maturities and paydowns, partially used to offset brokered deposit maturities.

The Company carries “available-for-sale” investments at their fair market values and “held-to-maturity” investments at amortized cost, net of allowance for credit losses. The Company currently has the intent and ability to hold investment securities to maturity, but the securities are all marketable. The expected effective duration was 2.1 years for available-for-sale investments and 6.2 years for held-to-maturity investments at March 31, 2025, as compared to 1.5 years for available-for-sale investments and 6.0 years for held-to-maturity investments at December 31, 2024.

Table of Contents

The following table sets forth the carrying amount for available-for-sale securities, at fair value, and held-to-maturity securities, at amortized cost, net of the allowance for credit losses of the Company’s investment portfolio by investment type as of the dates noted:

Investment Portfolio

(dollars in thousands, unaudited)


	March 31, 2025			December 31, 2024
	Carrying Amount		Percent	Carrying Amount		Percent
Available for sale
U.S. government agencies	$	55,480	6.01%	$	50,153	5.22%
Mortgage-backed securities		149,270	16.19%		93,503	9.72%
State and political subdivisions		40,134	4.35%		40,803	4.24%
Corporate bonds		68,510	7.43%		58,562	6.09%
Collateralized loan obligations		306,894	33.27%		412,946	42.95%
Total available for sale		620,288	67.25%		655,967	68.22%
Held to maturity
U.S. government agencies		4,715	0.51%		4,819	0.50%
Mortgage-backed securities		125,771	13.63%		128,974	13.41%
State and political subdivisions		171,637	18.61%		171,721	17.87%
Total held to maturity		302,123	32.75%		305,514	31.78%
Total securities	$	922,411	100.00%	$	961,481	100.00%

Investment securities that were pledged as collateral for borrowings and/or potential borrowings from the FHLB and the FRB, customer repurchase agreements, and other purposes as required or permitted by law totaled $353.0 million at March 31, 2025, and $403.4 million at December 31, 2024, leaving $569.4 million in unpledged debt securities at March 31, 2025, and $558.1 million at December 31, 2024. Securities that were pledged in excess of actual pledging needs and were thus available for liquidity purposes, if needed, totaled $181.0 million at March 31, 2025, and $242.2 million at December 31, 2024.

ALLOWANCE FOR CREDIT LOSSES – AFS INVESTMENT SECURITIES

The allowance for credit losses on AFS investment securities, a contra-asset, is established through periodic provisions for credit losses on AFS investment securities. It is maintained at a level that is considered adequate to measure expected losses across the classes of major investment security types related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. The Company maintains that it has intent and ability to hold these securities until the amortized cost basis of each security is recovered and likewise concluded as of both March 31, 2025 and December 31, 2024 that it was not more likely than not that any of the securities in an unrealized loss position would be required to be sold. The following bullets outline additional support for Management’s conclusion that no amount of the unrealized loss of the securities in an unrealized loss position as of March 31, 2025 and December 31, 2024, was attributable to credit deterioration and a risk of loss, requiring an allowance for credit losses.

●

US Government Agencies are supported by the full faith and creditworthiness of the U.S. Federal Government and management did not consider a default, much less a loss on these securities to be a reasonable possibility as of either March 31, 2025, or December 31, 2024.

●

Mortgage-backed securities issued by government sponsored entities (“GSEs”) carry an implicit guarantee by the U.S. Federal Government, as the GSEs can draw funds from the U.S. Federal Government up to a limit, with an implied ability to draw funds beyond the limit. Management did not consider a default, much less a loss on these securities to be a reasonable possibility as of either March 31, 2025, or December 31, 2024.

●

Management routinely monitors third party credit grades of the municipal issuers in the Company’s state and political subdivisions portfolio. On a quarterly basis management receives financial information from a third-party service in order to monitor the underlying issuer’s financial stability. In addition, management performs

Table of Contents

annual reviews of the underlying municipal issuers financial statements in order to evaluate stability and repayment capacity and has noted no concerns with any of the bonds in the Company’s State and Local portfolio. As of both March 31, 2025 and December 31, 2024 management concluded that no allowance for credit losses was warranted on any of the Company’s municipal securities and the unrealized loss position of each of the securities reflected fluctuations in market conditions, primarily interest rates, since the time of purchase.

●

The Company has invested in corporate debt issuances of other financial institutions. Various financial metrics of each of the issuing financial institutions are reviewed by management quarterly; these metrics include credit quality, reserve adequacy, profitability and capital. Following review of the financial metrics available for each of the underlying institutions as of March 31, 2025 or December 31, 2024 management concluded that the unrealized loss position of these securities related exclusively to the fluctuation in market conditions, primarily interest rates, from the date of purchase, and were not reflective of any credit concerns with the issuing financial institution. These bonds were subject to a credit review by the credit administration department prior to their purchase and are subject to ongoing quarterly reviews.

●

The Company has invested exclusively in AA and AAA tranches of various collateralized loan obligations, which are securitizations of commercial loans. Each purchase is subject to a credit, concentration, and structure review by the credit administration department prior to their purchase and are subject to ongoing quarterly reviews. Management monitors the credit rating of these investments on a quarterly basis in addition to various performance metrics available through a third-party informational service. Following review of financial metrics as of both March 31, 2025 or December 31, 2024 management concluded that the unrealized loss position of these securities related exclusively to the fluctuation in market conditions, primarily interest rate spreads due to changes in supply or demand, from the date of purchase, and were not reflective of any credit concerns with the tranches comprising the Company’s investments.

LOAN PORTFOLIO

A distribution of the Company’s loans showing the balance and percentage of loans by type is presented for the noted periods in the table below. The balances in the table are after deferred or unamortized loan origination, extension, or commitment fees, and deferred origination costs. While not reflected in the loan totals and not currently comprising a material segment of lending activities, the Company also occasionally originates and sells, or participates out portions of loans to non-affiliated investors.

Loan Distribution

(dollars in thousands, unaudited)


	March 31, 2025			December 31, 2024
	Amount		Percent	Amount		Percent
Real estate:
Residential real estate	$	377,592	16.37%	$	382,507	16.41%
Commercial real estate		1,380,402	59.85%		1,357,833	58.25%
Other construction/land		7,633	0.33%		5,472	0.23%
Farmland		73,206	3.17%		77,547	3.33%
Total real estate		1,838,833	79.72%		1,823,359	78.22%
Other commercial		181,631	7.87%		178,331	7.64%
Mortgage warehouse lines		283,231	12.28%		326,400	14.00%
Consumer loans		2,968	0.13%		3,344	0.14%
Total loans	$	2,306,663	100.00%	$	2,331,434	100.00%

Gross loan balances at $2.3 billion, decreased $24.6 million, or 1%, during the first quarter of 2025. Organic loan growth contributed to a $22.5 million increase in commercial real estate loans, a $2.3 million increase in other construction loans and a $3.4 million increase in commercial loans. Consumer loans had a modest decline, while residential real estate loans decreased $4.9 million, and farmland loans decreased $4.3 million. Mortgage warehouse line utilization decreased $43.2

Table of Contents

million, or 13%, due to a combination of seasonality and two large line paydowns shortly before quarter-end. The Company continues to see an increased pipeline of new mortgage warehouse customers.

As indicated in the loan rollforward below, new credit extended for the first quarter of 2025 decreased $13.6 million over the linked quarter comparison and increased $31.4 million over the same period in 2024. For the first three months ended 2025, we had $32.7 million in loan paydowns and maturities, along with a $12.1 million decrease in line of credit utilization, and a $46.1 million decrease in mortgage warehouse utilization.


LOAN ROLLFORWARD
(Dollars in Thousands, Unaudited)
	For the three months ended:
		March 31, 2025		December 31, 2024		March 31, 2024
Gross loans beginning balance	$	2,331,341	$	2,320,629	$	2,090,075
New credit extended		66,370		79,934		34,966
Changes in line of credit utilization ⁽¹⁾		(12,129)		(19,664)		(24,928)
Change in mortgage warehouse		(46,139)		(9,376)		87,561
Pay-downs, maturities, charge-offs and amortization		(32,681)		(40,182)		(30,810)
Gross loans ending balance	$	2,306,762	$	2,331,341	$	2,156,864

(1)	Change does not include new balances on lines of credit extended during the respective periods as such balances are included as part of “New credit extended” line above.

At March 31, 2025, the total regulatory CRE concentration ratio of total CRE over Tier 1 Capital plus allowance was 237.1% as compared to 236.3% at December 31, 2024, and 248.4% at March 31, 2024. Further, the overall level of construction and land development lending had declined to 1% of regulatory capital plus allowance for credit losses at March 31, 2025. At March 31, 2025, non-owner occupied commercial real estate includes $301.4 million of retail; $150.7 million of warehouse/industrial; $155.4 million of office; and $218.2 million of hospitality. Approximately $29.5 million, or $19% of the office real estate matures in less than two years.

Unused commitments, excluding mortgage warehouse and overdraft lines, were $267.4 million at March 31, 2025, compared to $256.9 million at December 31, 2024. Total line utilization, excluding mortgage warehouse and overdraft lines, was 56.3% at March 31, 2025, and 57.0% at December 31, 2024. Mortgage warehouse utilization decreased to 40.6% at March 31, 2025, as compared to 51.2% at December 31, 2024. The decrease in mortgage warehouse utilization during the first quarter of 2025 was due to seasonality and approximately $41.3 million in late quarter line paydowns by two customers.

The mortgage warehouse lines are structured as repurchase agreement lines. The repurchase agreement structure provides stronger credit protection to the Company, as well as more favorable regulatory capital treatment as these repurchase lines are not considered off-balance sheet commitments for regulatory capital purposes as they are unconditionally cancellable.

Table of Contents

NONPERFORMING ASSETS

Nonperforming assets currently is comprised of loans for which the Company is no longer accruing interest but can include OREO and other foreclosed assets, when applicable.

Nonperforming assets

(dollars in thousands, unaudited)


	March 31, 2025		December 31, 2024		March 31, 2024
Nonperforming Loans:
Real estate:
Residential real estate	$	264	$	23	$	96
Commercial real estate		5,876		—		7,437
Other construction/land		—		—		—
Farmland		1,709		5,105		6,503
Total Real Estate nonperforming loans		7,849		5,128		14,036
Other commercial		10,352		14,540		152
Consumer loans		—		—		—
Total Nonperforming Loans		18,201		19,668		14,188

Foreclosed assets		—		—		—
Total Nonperforming Assets	$	18,201	$	19,668	$	14,188
Nonperforming loans as a % of total gross loans		0.79%		0.84%		0.66%
Nonperforming assets as a % of total gross loans and foreclosed assets		0.79%		0.84%		0.66%

Total nonperforming assets, comprised of non-accrual loans, decreased by $1.5 million, or 7%, during the first quarter of 2025. The decrease in non-accrual loans, was from the successful payoff and paydown of a couple of loans secured by farmland. The Company's ratio of nonperforming assets to loans plus foreclosed assets decreased to 0.79% at March 31, 2025, from 0.84% at December 31, 2024. All the Company's nonperforming assets are individually evaluated for credit loss quarterly and management believes the established allowance for credit loss on such loans is appropriate.

Subsequent to March 31, 2025, the Company received payment in full on a $5.9 million non-accrual loan secured by commercial real estate. The $6.5 million payoff included all principal, interest, and fees due, bringing the total of non-accrual loans to $12.3 million.

There were no foreclosed assets at March 31, 2025, and December 31, 2024, however, when the Company does own foreclosed assets, they are periodically evaluated and written down to their fair value less expected disposition costs, if lower than the then-current carrying value.

An action plan is in place for each non-accruing loan, and they are all being actively managed. Collection efforts are continuously pursued for all nonperforming loans, but the Company cannot provide assurance that they will be resolved in a timely manner or that nonperforming balances will not increase.

The Company had $3.1 million in loans past due 30-89 days and still accruing at March 31, 2025. This is an increase of $1.7 million over the balance at December 31, 2024. All of these past due loans are under management supervision and every effort is being taken to assist the borrowers and manage credit risk in this regard.

ALLOWANCE FOR CREDIT LOSSES – LOANS

The allowance for credit losses on loans, a contra-asset, is established through periodic provisions for credit losses on loans. It is maintained at a level that is considered adequate to measure expected losses on individually identified loans, as well as expected losses inherent in the remaining loan portfolio. Specifically identifiable and quantifiable losses are

Table of Contents

immediately charged off against the allowance; recoveries are generally recorded only when sufficient cash payments are received subsequent to the charge-off.

The Company's allowance for credit losses on loans was $27.1 million at March 31, 2025, as compared to $24.8 million at December 31, 2024, and $23.1 million at March 31, 2024. The increase is primarily attributable to an increase in the allowance for loans individually evaluated and was specifically related to a $11.9 million single loan relationship of a wine grape grower. The allowance was 1.17% of total loans at March 31, 2025, 1.07% of total loans at December 31, 2024, and 1.07% of total loans at March 31, 2024. Management's detailed analysis indicates that the Company's allowance for credit losses on loans should be sufficient to cover credit losses for the life of the loans outstanding as of March 31, 2025, but no assurance can be given that the Company will not experience substantial future losses relative to the size of the credit loss allowance for loans. The total allowance for credit losses on loans of $27.1 million at March 31, 2025, included $0.3 million of allowance related to $283.2 million of mortgage warehouse lines. A separate allowance of $0.8 million for potential credit losses inherent in unused commitments is included in other liabilities at March 31, 2025, an increase of $0.1 million, from December 31, 2024.

Allowance for Credit Losses on Loans

(dollars in thousands, unaudited)


	For the three months ended		For the three months ended		For the year ended
	March 31,		March 31,		December 31,
Balances:	2025		2024		2024
Average gross loans outstanding during period ⁽¹⁾	$	2,322,794	$	2,090,528	$	2,225,402
Gross Loans outstanding at end of period	$	2,306,762	$	2,156,864	$	2,331,341

Allowance for credit losses on loans:
Balance at beginning of period	$	24,830	$	23,500	$	23,500
Provision charged to expense		1,961		97		4,593
Charge-offs
Real estate
Residential real estate		—		—		—
Commercial real estate		—		20		2,438
Farmland		—		410		410
Total real estate		—		430		2,848
Other commercial		57		287		529
Consumer loans		329		411		1,484
Total	$	386	$	1,128	$	4,861
Recoveries
Real estate
Residential real estate	$	—	$	—	$	60
Commercial real estate		—		—		—
Farmland		410		—		—
Total real estate		410		—		60
Other commercial		14		441		655
Consumer loans		221		230		883
Total	$	645	$	671	$	1,598
Net loan (recoveries) charge offs	$	(259)	$	457	$	3,263
Balance at end of period	$	27,050	$	23,140	$	24,830

RATIOS
Net (recoveries) charge-offs to average Loans (annualized)		(0.05)%		0.09%		0.59%
Allowance for credit losses on Loans to gross Loans at end of period		1.17%		1.07%		1.07%
Net loan (recoveries) charge-offs to allowance for credit losses on Loans at end of period		(0.96)%		1.97%		13.14%
Net loan (recoveries) charge-offs to provision for credit losses on Loans		(13.21)%		471.13%		71.04%

(1)	Average balances are obtained from the best available daily or monthly data and are net of deferred fees and related direct costs.

OFF-BALANCE SHEET ARRANGEMENTS

The Company maintains commitments to extend credit in the normal course of business, as long as there are no violations of conditions established in the outstanding contractual arrangements. It is unlikely that all unused commitments will

Table of Contents

ultimately be drawn down. Unused commitments to extend credit, which included standby letters of credit, totaled $754.4 million at March 31, 2025, and $641.5 million at December 31, 2024, representing approximately 33% of gross loans outstanding at March 31, 2025, and 28% at December 31, 2024. Included in unused commitments are mortgage warehouse lines which are mostly in the form of repurchase lines and are unconditionally cancellable. Unused commitments on mortgage warehouse lines were $414.8 million at March 31, 2025, and $311.6 million at December 31, 2024, while utilization was 41% and 51%, respectively.

The decrease in utilization during the first three months of 2025 was due to new customers in the mortgage warehouse product that had not yet ramped up their utilization as well as two large mortgage warehouse line paydowns during the final week of the quarter. Unused commitments exclusive of mortgage warehouse lines and overdraft lines of credit, were nearly flat at 57% at December 31, 2024 and 56% at March 31, 2025. The Company also had undrawn letters of credit issued to customers totaling $5.2 million at March 31, 2025, and $5.0 million at December 31, 2024. The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will ever be used. However, the “Liquidity” section in this Form 10-Q outlines resources available to draw upon should the Company be required to fund a significant portion of unused commitments.

In addition to unused commitments to provide credit, the Company is utilizing a $125 million letter of credit issued by the FHLB on the Company’s behalf as security for certain local agency deposits which totaled $83.4 million at March 31, 2025. That letter of credit is backed by loans that are pledged to the FHLB by the Company. For more information on the Company’s off-balance sheet arrangements, see Note 7 to the consolidated financial statements located elsewhere herein.

OTHER ASSETS

Interest-earning cash balances were discussed above in the “Investments” section, but the Company also maintains a certain level of cash on hand in the normal course of business as well as non-earning deposits at other financial institutions. The Company’s balance of cash and due from banks depends on the timing of collection of outstanding cash items (checks), the amount of cash held in the branches, and the reserve requirement among other things, and it is subject to significant fluctuations in the normal course of business. While cash flows are normally predictable within limits, those limits are fairly broad and the Company manages its short-term cash position through the utilization of overnight loans to, and borrowings from, correspondent banks, including the FRB and the FHLB. Should a large “short” overnight position persist for any length of time, the Company typically raises money through focused retail deposit gathering efforts or by adding brokered time deposits. If a “long” position is prevalent, the Company could let brokered deposits or other wholesale borrowings roll off as they mature, or invest excess liquidity into investments or loans, subject to the Company’s risk tolerances. The Company’s balance of non-earning cash and due from banks was $80.4 million at March 31, 2025, relative to $79.6 million at December 31, 2024.

Foreclosed assets are discussed above in the section titled “Nonperforming Assets.”

Net premises and equipment decreased by $0.1 million during the first three months of 2025, to $15.3 million. This decline was mostly a result of depreciation in the first quarter of 2025.

Goodwill was $27.4 million at March 31, 2025, unchanged during the first three months of 2025. Goodwill is tested for impairment annually, unless events and circumstances exist which indicate that an impairment test should be performed. The annual goodwill impairment test was last performed on October 1, 2024, and it was determined that no impairment existed. Management continues to evaluate whether or not a triggering event occurs, or circumstances change that would more likely than not reduce the fair value of the Company below its carrying amount before the next annual test in 2025.

Bank-owned life insurance, with a balance of $52.7 million at March 31, 2025, is discussed in detail above in the “Noninterest Income and Noninterest Expense” section.

Table of Contents

DEPOSITS AND INTEREST-BEARING LIABILITIES

DEPOSITS

Deposits represent another key balance sheet category impacting the Company’s net interest income and profitability metrics. Deposits provide liquidity to fund growth in earning assets, and the Company’s net interest margin is improved to the extent that growth in deposits is concentrated in less volatile and typically less costly non-maturity accounts such as demand deposit accounts, NOW accounts, savings accounts, and money market demand accounts. Information concerning average balances and rates paid by deposit type is included in the Average Balances and Rates tables appearing above, in the section titled “Net Interest Income and Net Interest Margin.” A distribution of the Company’s deposits by type, showing the period-end balance and percentage of total deposits, is presented as of the dates indicated in the following table.

Deposit Distribution

(dollars in thousands, unaudited)


	March 31, 2025			December 31, 2024
	Amount		Percent	Amount		Percent
Noninterest-bearing demand deposits	$	1,037,990	36.42%	$	1,007,208	34.83%
Interest-bearing demand deposits		221,463	7.77%		206,766	7.15%
NOW		377,462	13.24%		380,987	13.18%
Savings		355,325	12.47%		347,387	12.01%
Money market		143,521	5.04%		140,793	4.87%
Time		524,173	18.39%		533,577	18.45%
Brokered deposits		189,950	6.67%		274,950	9.51%
Total deposits	$	2,849,884	100.00%	$	2,891,668	100.00%

Deposit balances declined by $41.8 million, or 1%, during the first three months of 2025 to $2.8 billion at March 31, 2025 due mostly to an $85.0 million reduction in brokered deposits. Core non-maturity deposits increased $52.6 million, or 3%, for the first three months of 2025, while customer time deposits decreased by $9.4 million. Brokered deposits decreased significantly during the quarter, as the Company utilized some paydowns in the investment portfolio and changes in mortgage warehouse line utilization to offset recent brokered deposit maturities. Noninterest-bearing deposits as a percent of total deposits increased to 36.4% at March 31, 2025, compared to 34.8% at December 31, 2024, and from 34.0% at March 31, 2024.

Overall uninsured deposits are estimated to be $788.6 million, or 28% of total deposit balances, excluding public agency deposits that are subject to collateralization through a letter of credit issued by the FHLB. In addition, uninsured deposits of the bank’s customers are eligible for FDIC pass-through insurance if the customer opens an IntraFi Insured Cash Sweep account or a reciprocal time deposit through the Certificate of Deposit Account Registry System (CDARS). IntraFi allows for up to $275 million of combined pass-through FDIC insurance which would more than cover each of the Bank’s deposit customers if such customer desired to have such pass-through insurance. The Bank maintains a diversified deposit base with no significant customer concentrations and does not bank any cryptocurrency companies. At March 31, 2025, the Company had approximately 119,000 accounts and the 25 largest deposit balance customers had balances of less than 10% of overall deposits. Other interest-bearing liabilities of $198.8 million on March 31, 2025, consist of $118.8 million in customer repurchase agreements and $80.0 million of term FHLB borrowings, as compared to $108.9 million in customer repurchase agreements, and $80.0 million of term FHLB borrowings on December 31, 2024.

OTHER INTEREST-BEARING LIABILITIES

The Company’s non-deposit borrowings may, at any given time, include fed funds purchased from correspondent banks, borrowings from the FHLB, advances from the FRB, securities sold under agreements to repurchase, subordinated notes and/or junior subordinated debentures. The Company uses short-term FHLB advances and fed funds purchased on unsecured lines to support liquidity needs created by seasonal deposit flows, to temporarily satisfy funding needs from

Table of Contents

increased loan demand, and for other short-term purposes. The FHLB line consists of both a secured and unsecured component. The secured component depends on the level of pledged collateral.

Total non-deposit interest-bearing liabilities increased by $9.9 million, during the first three months of 2025 primarily due to an increase in customer repurchase agreements.

Customer repurchase agreements were $118.8 million at March 31, 2025, as compared to $108.9 million at December 31, 2024. Customer repurchase agreements provide collateral for customers that sweep excess deposit balances each day into a separate repurchase agreement account where the Company sells certain government bonds to customers daily under an agreement to repurchases the same bonds on the next business day. Although these accounts are not deposits and are not FDIC insured, they provide customers with larger account balances the ability to have their account effectively secured with collateral.

Long-term debt at March 31, 2025, consisted of $49.4 million of subordinated debt. This remained relatively unchanged from December 31, 2024. Subordinated debentures related to $35.9 million of trust preferred securities at March 31, 2025, was $0.1 million higher than at December 31, 2024. The small increase resulted from the amortization of discount on junior subordinated debentures that were part of the Company’s acquisition of Coast Bancorp in 2016. Trust preferred securities are variable rate instruments benchmarked against the Secured Overnight Financing Rate (SOFR).

OTHER NONINTEREST-BEARING LIABILITIES

Other liabilities are principally comprised of operating lease right-of-use liabilities, accrued interest payable, other accrued but unpaid expenses, and certain clearing amounts. The Company’s balance of other liabilities was $119.7 million at March 31, 2025, as compared to $90.5 million at December 31, 2024, an increase of $29.2 million or 32%. The increase was primarily driven by investment security purchases that as of March 31, 2025, had not settled .

LIQUIDITY AND MARKET RISK MANAGEMENT

LIQUIDITY

The Company continues to have substantial liquidity through unencumbered assets and available borrowings. In addition, the Company’s loan-to-deposit ratio was 81% at both March 31, 2025, and December 31, 2024, compared to an internal policy guideline of less than 90%.

Liquidity management refers to the Company’s ability to maintain cash flows that are adequate to fund operations and meet other obligations and commitments in a timely and cost-effective manner. Detailed cash flow projections are reviewed by Management on a monthly basis, with various stress scenarios applied to assess the Company’s ability to meet liquidity needs under unusual or adverse conditions. Liquidity ratios are also calculated and reviewed on a regular basis. While those ratios are merely indicators and are not measures of actual liquidity, they are closely monitored, the Company is committed to maintaining adequate liquidity resources to draw upon should unexpected needs arise.

The Company, on occasion, experiences cash needs as the result of loan growth, deposit outflows, asset purchases or liability repayments. To meet these short-term needs, the Company can borrow overnight funds from other financial institutions, draw advances via FHLB lines of credit, or solicit brokered deposits if customer deposits are not immediately obtainable from local sources.

Table of Contents

At March 31, 2025, and December 31, 2024, the Company had the following sources of primary and secondary liquidity (dollars in thousands):


Primary and secondary liquidity sources		March 31, 2025		December 31, 2024
Cash and cash equivalents	$	159,711	$	100,664
Unpledged investment securities		522,332		552,098
Excess pledged securities		181,048		242,519
FHLB borrowing availability		633,368		629,134
Unsecured lines of credit		479,785		479,785
Secured lines of credit		25,000		25,000
Funds available through fed discount window		258,130		298,296
Totals	$	2,259,374	$	2,327,496

Available funding sources detailed above of $2.3 billion represented 79% of total deposits and 287% of estimated uninsured and/or uncollateralized deposits as of March 31, 2025. Unpledged investment securities include $160.4 million of CLOs. As CLO’s have a rate that resets every 90 days to current rates, the volatility of pricing of these securities is limited and the Company could sell such securities for liquidity at a significantly lower loss than selling lower rate fixed term securities such as US government bonds or municipal bonds.

The Company performs regular stress tests on its liquidity and at this time, Management believes that it has sufficient primary and secondary liquidity sources for operations.

The Company has a higher level of actual balance sheet liquidity than might otherwise be the case since the Company utilizes a letter of credit from the FHLB rather than investment securities for certain pledging requirements. That letter of credit, which is backed by loans pledged to the FHLB by the Company, totaled $125 million at March 31, 2025, and December 31, 2024. Other sources of liquidity include the brokered deposit market, deposit listing services, Intrafi, and the ability to offer local time-deposit campaigns. Management is of the opinion that available investments and other potentially liquid assets, along with standby funding sources it has arranged, are more than sufficient to meet the Company’s current and anticipated short-term liquidity needs.

The Company’s primary liquidity ratio was 20% at March 31, 2025, as compared to an internal policy guideline of “greater than 15%” Ratios and sub-limits for the various components comprising wholesale funding, which were all well within policy guidelines at March 31, 2025, are also periodically reviewed by Management and the Board. The Company has been able to maintain a robust liquidity position in recent periods, but no assurance can be provided that the liquidity position will continue at current strong levels.

The holding company’s primary uses of funds include operating expenses incurred in the normal course of business, interest on trust preferred securities and subordinated debt, shareholder dividends, and share repurchases. Its primary source of funds is dividends from the Bank since the holding company does not conduct regular banking operations. As of March 31, 2025, the holding company maintained a cash balance of $2.4 million. Management anticipates that the holding company has sufficient liquidity to meet its funding requirements for the foreseeable future. Both the holding company and the Bank are subject to legal and regulatory limitations on dividend payments, as outlined in Item 5(c) Dividends in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC.

INTEREST RATE RISK MANAGEMENT

Market risk arises from changes in interest rates, exchange rates, commodity prices and equity prices. The Company does not engage in the trading of financial instruments, nor does it have exposure to currency exchange rates. The Company’s market risk exposure is primarily that of interest rate risk and has established policies and procedures to monitor and limit earnings and balance sheet exposure to changes in interest rates. The principal objective of interest rate risk management is to manage the financial components of the Company’s balance sheet in a manner that will optimize the risk/reward equation for earnings and capital under a variety of interest rate scenarios.

To identify areas of potential exposure to interest rate changes, the Company utilizes commercially available modeling software to perform monthly earnings simulations using a dynamic balance sheet and calculate the Company’s market value of portfolio equity under varying interest rate scenarios. The model imports relevant information for the Company’s

Table of Contents

financial instruments and incorporates Management’s assumptions on pricing, duration, and optionality for anticipated new volumes. Assumptions regarding deposit betas in the up cycles can range from 25 to 100% and from 0 to 50% in the down cycles depending on the deposit type. Deposit decay rate assumptions range from 5 to 10% and are based on historical averages. Prepayment speeds are based on three-year historical averages. Various rate scenarios consisting of key rate and yield curve projections are then applied in order to calculate the expected effect of a given interest rate change on interest income, interest expense, and the value of the Company’s financial instruments. The rate projections can be shocked (an immediate and parallel change in all base rates, up or down), ramped (an incremental increase or decrease in rates over a specified time period), economic (based on current trends and econometric models) or stable (unchanged from current actual levels).

In addition to a stable rate scenario, which presumes that there are no changes in interest rates, the Company typically uses at least eight other interest rate scenarios in conducting rolling 12-month net interest income simulations: upward shocks of 100, 200, 300, and 400 basis points, and downward shocks of 100, 200, and 300 basis points. Those scenarios may be supplemented, reduced in number, or otherwise adjusted as determined by Management to provide the most meaningful simulations considering economic conditions and expectations at the time. Pursuant to policy guidelines, the Company generally attempts to limit the projected decline in net interest income relative to the stable rate scenario to no more than 10% for a 100 basis point interest rate shock, 15% for a 200 basis point shock, 20% for a 300 basis point shock, and 25% for a 400 basis point shock.

The Company had the following estimated net interest income sensitivity profiles over one year, without factoring in any potential negative impact on spreads resulting from competitive pressures or credit quality deterioration:


	March 31, 2025				March 31, 2024
Immediate change in Interest Rates (basis points)	% Change in Net Interest Income		$ Change in Net Interest Income		% Change in Net Interest Income		$ Change in Net Interest Income
+400		8.7%	$	12,118		8.3%	$	10,117
+300		6.6%	$	9,209		6.3%	$	7,715
+200		4.5%	$	6,316		4.3%	$	5,305
+100		2.4%	$	3,310		2.3%	$	2,842
Base
-100		(5.3)%	$	(7,427)		(5.5)%	$	(6,777)
-200		(10.8)%	$	(15,018)		(10.9)%	$	(13,302)
-300		(16.0)%	$	(22,216)		(16.1)%		(19,711)
-400		(18.7)%	$	(25,952)		(20.2)%		(24,717)

The above table is for parallel interest rate shocks for all rate curves and represents an extreme scenario. Management utilizes this as a starting point for determining its overall interest rate risk strategy. Based on the interest rate shocks, for the period ending March 31, 2025, management believes that the Company is asset sensitive, slightly more asset sensitive than the same period a year ago.

The incremental changes in net interest income are similar between the up 100, 200, 300, and 400 basis point scenarios. If there were an immediate and sustained upward adjustment of 100 basis points in interest rates, all else being equal, net interest income over the next 12 months is projected to increase by $3.3 million, or 2.4%, relative to a stable interest rate scenario, with the favorable variance increasing as interest rates rise higher.

If there was an immediate downward adjustment of 100 basis points in interest rates for all rate curves, net interest income would drop $7.4 million, or a negative variance of 5.3% over 12 months. The change in net interest income in the down 200 basis point scenario is a decrease of $15.0 million or 10.8%. As a significant portion of the Company’s deposits remain in noninterest-bearing accounts or low-cost deposit accounts, in a downrate scenario, these rates would not change or only change slightly. However, floating rate earning assets (loans and deposits) would reprice downward more than the decline in floating rate liabilities. All interest rate shock scenarios are within internal policy guidelines.

Management also models other interest rate scenarios that do not assume a simultaneous and parallel shock of all points on the yield curve including short-term and long-term rates. One of these alternate rate change scenarios uses rate forecasts from a known economist over the next twelve months which reflect overnight rates moving differently than longer-term treasury rates. Using this forecast of interest rates, net interest income models close to the base case scenario, indicating that based on a most likely interest rate forecast the Company’s net interest income is expected to be close to the same

Table of Contents

level modeled in an unchanged rate environment. This use of a most likely interest rate forecast suggests that we are less sensitive to interest rate changes, when compared to an interest rate shock. Management believes modeling alternative scenarios is an important part of interest rate risk management given the current shape of the yield curve, with an inversion between the overnight rate and five-year rate. In an inverted yield curve, shocking all points on the yield curve in parallel tends to overstate the sensitivity to a change in rate. Thus, management has isolated the parts of the yield curve its balance sheet is most sensitive to and is strategically focused on those parts.

As the Company utilizes a dynamic balance sheet for its interest rate modeling, the Company also models using a static, or no-growth, balance sheet to validate the interest rate sensitivity in the dynamic balance sheet model and noted no significant changes in interest rate risk outside of the base case. In addition, the Company runs stress scenarios for stresses to average deposits, higher deposit betas than the base case, deposit migration from low cost to high cost deposits, and both higher and slower prepayment speeds. The most significant impact to net interest income in the net interest income simulations is the reduction or migration of low-cost deposits.

CAPITAL RESOURCES

The Company had total shareholders’ equity of $351.8 million at March 31, 2025, comprised of $106.3 million in common stock, $4.4 million in additional paid-in capital, $270.0 million in retained earnings, and accumulated other comprehensive loss of $28.9 million. At the end of 2024, total shareholders’ equity was $357.3 million.

The decrease in equity during the first quarter of 2025 is due to net income of $9.1 million, offset by a $3.5 million dividend paid to shareholders, $14.2 million in share repurchases, and a $2.4 million favorable swing in other comprehensive income/loss due principally to positive changes in investment securities’ fair value. The remaining difference is related to equity compensation recognized during the quarter.

At March 31, 2025, the Company had a 2024 Share Repurchase Plan authorizing 1,000,000 shares of common stock, with an expiration date of October 31, 2025. At March 31, 2025, 325,983 shares of common stock remain available for repurchase under the 2024 Share Repurchase plan.

The Company uses a variety of measures to evaluate its capital adequacy, including the leverage ratio which is calculated separately for the Company and the Bank. Management reviews these capital measurements on a quarterly basis and takes appropriate action to help ensure that they meet or surpass established internal and external guidelines. As permitted by the regulators for financial institutions that are not deemed to be “advanced approaches” institutions, the Company has elected to opt out of the Basel III requirement to include accumulated other comprehensive income in risk-based capital. The following table sets forth the Company’s regulatory capital ratios as of the dates indicated.

Regulatory Capital Ratios


					Minimum		Minimum
					Requirement		Required
	March 31,		December 31,		to be		Community Bank
	2025		2024		Well Capitalized		Leverage Ratio ⁽¹⁾
Bank of the Sierra
Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio") ⁽²⁾	12.11	%	11.80	%	9.00	%	9.00	%
Sierra Bancorp
Tier 1 Capital to Adjusted Average Assets ("Leverage Ratio") ⁽²⁾	10.84	%	10.93	%	9.00	%	N/A

(1)

If the subsidiary bank’s leverage ratio exceeds the minimum ratio under the community bank leverage ratio framework, it is deemed to be “well capitalized” under all other regulatory capital requirements. The Company may revert back to the regulatory framework for Prompt Corrective Action if the subsidiary bank’s leverage ratio falls below the minimum under the community bank leverage ratio framework.

(2)	The Company has elected to phase in the impact of implementing CECL on regulatory capital over a three-year period, which ended December 31, 2024.

The federal banking agencies provide a simplified measure of capital adequacy for qualifying community banking organizations by allowing such banking organizations to opt into the community bank leverage ratio framework. The Company’s subsidiary has opted into the community bank leverage ratio framework. This means that if the Company’s subsidiary maintains a leverage ratio greater than 9% , it will be considered to have met the minimum capital requirements,

Table of Contents

the capital ratio requirements for the well capitalized category under the Prompt Corrective Action framework, and any other capital or leverage requirements to which the qualifying banking organization is subject. A qualifying community banking organization with a leverage ratio of greater than 9% may opt into the community bank leverage ratio framework if has average consolidated total assets of less than $10 billion, has off-balance-sheet exposures of 25% or less of total consolidated assets, and has total trading assets and trading liabilities of 5% or less of total consolidated assets. Further, the bank must not be an advanced approaches banking organization.

PART I – FINANCIAL INFORMATION

ITEM 3

QUANTITATIVE & QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosures about market risk is included in Part I, Item 2 above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Market Risk Management.”

PART I – FINANCIAL INFORMATION

Item 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end

of the period covered by this report (the “Evaluation Date”) have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to Management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized, and reported within the time periods specified by the SEC.

Changes in Internal Controls

There were no significant changes in the Company’s internal controls over financial reporting that occurred in the first three months of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The Company and the Bank are defendants, from time to time, in legal proceedings in various points of the legal process arising from transactions conducted in the ordinary course of business. In the opinion of Management, in consultation with legal counsel, it is not probable that current legal actions will result in an unfavorable outcome that has a material adverse effect on the Company’s consolidated balance sheets, statements of income, statements of comprehensive income, or statements of cash flows. In the event that such legal action results in an unfavorable outcome, the resulting liability could

Table of Contents

have a material adverse effect on the Company’s balance sheet, income statement, comprehensive income/(loss), or cash flows.

ITEM 1A: RISK FACTORS

There were no material changes from the risk factors disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In October 2024, the Board approved the 2024 Share Repurchase Plan by authorizing 1,000,000 shares of common stock for repurchase which expires on October 31, 2025.


Stock Repurchases
Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan at the End of the Period
January 1 - January 31, 2025	157,740	29.26	154,461	648,292
February 1 - February 28, 2025	183,169	30.79	183,169	465,123
March 1 - March 31, 2025	145,466	28.95	139,140	325,983
Total	486,375		476,770

(1)

The total number of shares purchased during the periods indicated includes shares purchased as part of a publicly announced programs and/or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under the Company’s equity compensation plans.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable

ITEM 5: OTHER INFORMATION

Not applicable

Table of Contents

ITEM 6: EXHIBITS


Exhibit #		Description
3.1		Restated Articles of Incorporation of Sierra Bancorp (1)
3.2		Amended and Restated By-laws of Sierra Bancorp (2)
4.1		Description of Securities (3)
4.2		3.25% Fixed to Floating Subordinated Debt issued September 24, 2021 (4)
4.3		Indenture dated as of March 17, 2004, between U.S. Bank N.A., as Trustee, and Sierra Bancorp, as Issuer (7)
4.4		Indenture dated as of June 15, 2006, between Wilmington Trust Co., as Trustee, and Sierra Bancorp, as Issuer (8)
4.5		Indenture dated as of September 20, 2007, between Wilmington Trust Co., as Trustee, and Coast Bancorp, as Issuer (12)
4.6		First Supplemental Indenture dated as of July 8, 2016, between Wilmington Trust Co. as Trustee, Sierra Bancorp as the “Successor Company”, and Coast Bancorp (12)
10.1		Salary Continuation Agreement for James C. Holly (5)*
10.2		Split Dollar Agreement and Amendment thereto for James C. Holly (6)*
10.3		Director Retirement and Split dollar Agreements Effective October 1, 2002, for Albert Berra, Morris Tharp, and Gordon Woods (6)*
10.4		401 Plus Non-Qualified Deferred Compensation Plan (6)*
10.5		Amended and Restated Declaration of Trust of Sierra Statutory Trust II, dated as of March 17, 2004 (7)
10.6		Amended and Restated Declaration of Trust of Sierra Capital Trust III, dated as of June 15, 2006 (8)
10.7		2007 Stock Incentive Plan (9)
10.8		Sample Retirement Agreement Entered into with Each Non-Employee Director Effective January 1, 2007 (10)*
10.9		Salary Continuation Agreement for Kevin J. McPhaill (10)*
10.10		First Amendment to the Salary Continuation Agreement for Kevin J. McPhaill (11)*
10.11		Amended and Restated Declaration of Trust of Coast Bancorp Statutory Trust II, dated as of September 20, 2007 (12)
10.12		2017 Stock Incentive Plan (13)*
10.13		Employment agreements dated as of December 27, 2018, for Kevin McPhaill, CEO and Michael Olague, Chief Banking Officer (14)*
10.14		Employment agreement dated as of November 15, 2019, for Christopher Treece, Chief Financial Officer (15)*
10.15		Employment agreement dated as of December 14, 2020, for Hugh Boyle, Chief Credit Officer (16)*
10.16		Form Indemnification Agreement dated as of January 28, 2021, for Directors and Executive Officers (17)*
10.17		Split Dollar Master Agreement and Election Form Effective October 1, 2002, for Kevin McPhaill (18)*
10.18		First Amendments to employment agreements dated as of January 19, 2023 for Kevin McPhaill, CEO, Christopher Treece, CFO, Hugh Boyle, CCO, and Michael Olague, CBO (23)*
10.19		Split Dollar Agreement for Albert Berra (19)*
10.20		10b5-1 Plan for Lynda Scearcy (21)
10.21		2023 Equity Based Compensation Plan (20) *
10.22		Employment agreement dated as of August 25, 2023, for Natalia Coen, Chief Risk Officer (22)*
31.1		Certification of Chief Executive Officer (Section 302 Certification)
31.2		Certification of Chief Financial Officer (Section 302 Certification)
32		Certification of Periodic Financial Report (Section 906 Certification)
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Table of Contents

(1)	Filed as Exhibit 3.1 to the Form 10-Q filed with the SEC on August 7, 2009, and incorporated herein by reference.

(2)	Filed as an Exhibit to the Form 8-K filed with the SEC on May 25, 2022, and incorporated herein by reference.

(3)	Filed as an Exhibit to the Form 10-K filed with the SEC on March 12, 2020, and incorporated herein by reference.

(4)	Filed as an Exhibit to the Form 8-K filed with the SEC on September 24, 2021, and incorporated herein by reference.

(5)	Filed as Exhibit 10.7 to the Form 10-Q filed with the SEC on May 15, 2003, and incorporated herein by reference.

(6)	Filed as Exhibits 10.12, 10.18 through 10.20, and 10.22 to the Form 10-K filed with the SEC on March 15, 2006, and incorporated herein by reference.

(7)	Filed as Exhibits 10.9 and 10.10 to the Form 10-Q filed with the SEC on May 14, 2004, and incorporated herein by reference.

(8)	Filed as Exhibits 10.26 and 10.27 to the Form 10-Q filed with the SEC on August 9, 2006, and incorporated herein by reference.

(9)	Filed as Exhibit 10.20 to the Form 10-K filed with the SEC on March 15, 2007, and incorporated herein by reference.

(10)	Filed as Exhibits 10.1 through 10.2 to the Form 8-K filed with the SEC on January 8, 2007, and incorporated herein by reference.

(11)	Filed as Exhibit 10.24 to the Form 10-Q filed with the SEC on May 7, 2015, and incorporated herein by reference.

(12)	Filed as Exhibits 10.1 through 10.3 to the Form 8-K filed with the SEC on July 11, 2016, and incorporated herein by reference.

(13)	Filed as Exhibit 10.1 to the Form 8-K filed with the SEC on March 17, 2017, and incorporated herein by reference.

(14)	Filed as Exhibits 99.1 and 99.4 to the Form 8-K filed with the SEC on December 28, 2018, and incorporated by reference.

(15)	Filed as Exhibit 99.1 to the Form 8-K filed with the SEC on November 11, 2019, and incorporated by reference.

(16)	Filed as Exhibit 10.1 to the Form 8-K filed with the SEC on December 09, 2020, and incorporated herein by reference.

(17)	Filed as Exhibit 10.1 to the Form 8-K filed with the SEC on January 29, 2021, and incorporated herein by reference.

(18)	Filed as Exhibit 10.25 to the form 10-Q filed with the SEC on November 3, 2022, and incorporated herein by reference.

(19)	Filed as Exhibit 10.26 to the form 10-Q filed with the SEC on May 5, 2023, and incorporated herein by reference.

(20)	Filed as Exhibit 4.1 to the form S-8 filed with the SEC on June 15, 2023, and incorporated herein by reference.

(21)	Filed as Exhibit 10.24 to the form 10-K filed with the SEC on March 3, 2025, and incorporated herein by reference.

(22)	Filed as Exhibit 10.1 to the form 8-K filed with the SEC on August 31, 2023, and incorporated herein by reference.

(23)	Filed as Exhibits 10.1 through 10.4 to the form 8-K filed with the SEC on January 20, 2023 and incorporated herein by reference.

*Indicates management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:


May 2, 2025		/s/ Kevin J. McPhaill
Date		SIERRA BANCORP
		Kevin J. McPhaill
		President & Chief Executive Officer
		(Principal Executive Officer)

May 2, 2025		/s/ Christopher G. Treece
Date		SIERRA BANCORP
		Christopher G. Treece
		Chief Financial Officer

May 2, 2025		/s/ Cindy L. Dabney
Date		SIERRA BANCORP
		Cindy L. Dabney
		Principal Accounting Officer