homb-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


☑			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from ______ to ______

Commission File Number: 001-41093

HOME BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Arkansas						71-0682831
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

719 Harkrider, Suite 100, Conway, Arkansas						72032
(Address of principal executive offices)						(Zip Code)

(501) 339-2929
(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, par value $0.01 per share

HOMB

New York Stock Exchange

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 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Common Stock Issued and Outstanding: 197,463,921 shares as of May 2, 2025.

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HOME BANCSHARES, INC. FORM 10-Q March 31, 2025

INDEX

		Page No.
Part I:	Financial Information

Item 1:	Financial Statements

	Consolidated Balance Sheets – March 3 1 , 202 5 (Unaudited) and December 31, 202 4	4

	Consolidated Statements of Income (Unaudited) – Three months ended March 3 1 , 202 5 and 2024	5

	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three months ended March 3 1 , 202 5 and 2024	6

	Consolidated Statements of Stockholders’ Equity (Unaudited) – Three months ended March 3 1 , 202 5 and 202 4	7-8

	Consolidated Statements of Cash Flows (Unaudited) – Three months ended March 3 1 , 202 5 and 2024	9

	Condensed Notes to Consolidated Financial Statements (Unaudited)	10-53

	Report of Independent Registered Public Accounting Firm	54

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55-86

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	87-89

Item 4:	Controls and Procedures	89

Part II:	Other Information

Item 1:	Legal Proceedings	89

Item 1A:	Risk Factors	89

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	89-90

Item 3:	Defaults Upon Senior Securities	90

Item 4:	Mine Safety Disclosures	90

Item 5:	Other Information	90

Item 6:	Exhibits	90-91

Signatures		92

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of our statements contained in this document, including matters discussed under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operation,” are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future financial performance, future plans and strategies, and anticipated events or trends, and include statements about the competitiveness of the banking industry, potential regulatory obligations, our entrance and expansion into other markets, including through potential acquisitions, our other business strategies and other statements that are not historical facts. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to, the following:

•the effects of future local, regional, national and international economic conditions, including any future impacts from recent or future changes in tariffs or trade policies, inflation or a decrease in commercial real estate and residential housing values;

•changes in the level of nonperforming assets and charge-offs, and credit risk generally;

•the risks of changes in interest rates or the level and composition of deposits, loan demand and the values of loan collateral, securities and interest-sensitive assets and liabilities;

•disruptions, uncertainties and related effects on credit quality, liquidity, other aspects of our business and our operations that may result from any future public health crises;

•the ability to identify, complete and successfully integrate new acquisitions;

•the risk that expected cost savings and other benefits from acquisitions may not be fully realized or may take longer to realize than expected;

•diversion of management time on acquisition-related issues;

•the availability of and access to capital and liquidity on terms acceptable to us;

•increased regulatory requirements and supervision that applies as a result of our having over $10 billion in total assets;

•legislation and regulation affecting the financial services industry as a whole, and the Company and its subsidiaries in particular, and future legislative and regulatory changes;

•changes in governmental monetary and fiscal policies;

•the effects of terrorism and efforts to combat it, political instability, war, military conflicts (including the ongoing military conflicts in the Middle East and Ukraine) and other major domestic or international events;

•the impacts of recent or future adverse weather events, including hurricanes, and other natural disasters;

•the ability to keep pace with technological changes, including changes regarding cybersecurity;

•an increase in the incidence or severity of, or any adverse effects resulting from, acts of fraud, illegal payments, cybersecurity breaches or other illegal acts impacting our bank subsidiary, our vendors or our customers;

•the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with competitors offering banking products and services by mail, telephone and the Internet;

•potential claims, expenses and other adverse effects related to current or future litigation, regulatory examinations or other government actions;

•potential increases in deposit insurance assessments, increased regulatory scrutiny, investment portfolio losses, or market disruptions resulting from financial challenges in the banking industry;

•the effect of changes in accounting policies and practices and auditing requirements, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

•higher defaults on our loan portfolio than we expect; and

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•the failure of assumptions underlying the establishment of our allowance for credit losses or changes in our estimate of the adequacy of the allowance for credit losses.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, see the “Risk Factors” section of our Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 and this Form 10-Q.

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PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

Home BancShares, Inc.

Consolidated Balance Sheets


(In thousands, except share data)	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Cash and due from banks	$	319,747	$	281,063
Interest-bearing deposits with other banks	975,983		629,284
Cash and cash equivalents	1,295,730		910,347
Fed funds sold	6,275		3,725
Investment securities — available-for-sale, net of allowance for credit losses of $2,195 at both March 31, 2025 and December 31, 2024 (amortized cost of $3,299,245 and $3,410,272 at March 31, 2025 and December 31, 2024, respectively)	3,003,320		3,072,639
Investment securities — held-to-maturity, net of allowance for credit losses of $2,005 at both March 31, 2025 and December 31, 2024	1,269,896		1,275,204
Total investment securities	4,273,216		4,347,843
Loans receivable	14,952,116		14,764,500
Allowance for credit losses	(279,944)		(275,880)
Loans receivable, net	14,672,172		14,488,620
Bank premises and equipment, net	384,843		386,322
Foreclosed assets held for sale	39,680		43,407
Cash value of life insurance	221,621		219,786
Accrued interest receivable	115,983		120,129
Deferred tax asset, net	170,120		186,697
Goodwill	1,398,253		1,398,253
Core deposit intangibles	38,280		40,327
Other assets	376,030		345,292
Total assets	$	22,992,203	$	22,490,748
Liabilities and Stockholders’ Equity
Deposits:
Demand and non-interest-bearing	$	4,079,289	$	4,006,115
Savings and interest-bearing transaction accounts	11,586,106		11,347,850
Time deposits	1,876,096		1,792,332
Total deposits	17,541,491		17,146,297
Securities sold under agreements to repurchase	161,401		162,350
FHLB and other borrowed funds	600,500		600,750
Accrued interest payable and other liabilities	207,154		181,080
Subordinated debentures	439,102		439,246
Total liabilities	18,949,648		18,529,723
Stockholders’ equity:
Common stock, par value $0.01; shares authorized 300,000,000 in 2025 and 2024; shares issued and outstanding 198,206,136 in 2025 and 198,882,402 in 2024	1,982		1,989
Capital surplus	2,246,312		2,272,794
Retained earnings	2,018,801		1,942,350
Accumulated other comprehensive loss	(224,540)		(256,108)
Total stockholders’ equity	4,042,555		3,961,025
Total liabilities and stockholders’ equity	$	22,992,203	$	22,490,748

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Consolidated Statements of Income


	Three Months Ended March 31,
(In thousands, except per share data)	2025		2024
	(Unaudited)
Interest income:
Loans	$	270,784	$	265,294
Investment securities
Taxable	27,433		33,229
Tax-exempt	7,650		7,803
Deposits – other banks	6,620		10,528
Federal funds sold	55		61
Total interest income	312,542		316,915
Interest expense:
Interest on deposits	86,786		92,548

FHLB and other borrowed funds	5,902		14,276
Securities sold under agreements to repurchase	1,074		1,404
Subordinated debentures	4,124		4,097
Total interest expense	97,886		112,325
Net interest income	214,656		204,590

Provision for credit losses on loans	—		5,500
Recovery of credit losses on unfunded commitments	—		(1,000)

Total credit loss expense	—		4,500
Net interest income after credit loss expense	214,656		200,090
Non-interest income:
Service charges on deposit accounts	9,650		9,686
Other service charges and fees	10,689		10,189
Trust fees	4,760		5,066
Mortgage lending income	3,599		3,558
Insurance commissions	535		508
Increase in cash value of life insurance	1,842		1,195
Dividends from FHLB, FRB, FNBB & other	2,718		3,007
Gain on sale of SBA loans	288		198
Loss on sale of branches, equipment and other assets, net	(163)		(8)
(Loss) gain on OREO, net	(376)		17

Fair value adjustment for marketable securities	442		1,003
Other income	11,442		7,380
Total non-interest income	45,426		41,799
Non-interest expense:
Salaries and employee benefits	61,855		60,910
Occupancy and equipment	14,425		14,551
Data processing expense	8,558		9,147

Other operating expenses	28,090		26,888
Total non-interest expense	112,928		111,496
Income before income taxes	147,154		130,393
Income tax expense	31,945		30,284
Net income	$	115,209	$	100,109
Basic earnings per share	$	0.58	$	0.50
Diluted earnings per share	$	0.58	$	0.50

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Consolidated Statements of Comprehensive Income (Loss)


	Three Months Ended March 31,
(In thousands)	2025		2024
	(Unaudited)
Net income	$	115,209	$	100,109
Net unrealized gain (loss) on available-for-sale securities	41,708		(29,635)
Other comprehensive income (loss) before tax effect	41,708		(29,635)
Tax effect on other comprehensive (income) loss	(10,140)		7,285
Other comprehensive income (loss)	31,568		(22,350)
Comprehensive income	$	146,777	$	77,759

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Consolidated Statements of Stockholders’ Equity


Three Months Ended March 31, 2025
(In thousands, except share data)	Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balances at January 1, 2025	$	1,989	$	2,272,794	$	1,942,350	$	(256,108)	$	3,961,025
Comprehensive income:
Net income	—		—		115,209		—		115,209
Other comprehensive loss	—		—		—		31,568		31,568
Net issuance of 71,734 shares of common stock from exercise of stock options	1		526		—		—		527
Repurchase of 1,000,000 shares of common stock	(10)		(29,689)		—		—		(29,699)
Share-based compensation net issuance of 252,000 shares of restricted common stock	2		2,798		—		—		2,800
Excise tax from repurchase of common stock	—		(117)		—		—		(117)
Cash dividends – Common Stock, $0.195 per share	—		—		(38,758)		—		(38,758)
Balances at March 31, 2025 (unaudited)	$	1,982	$	2,246,312	$	2,018,801	$	(224,540)	$	4,042,555

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Consolidated Statements of Stockholders’ Equity


Three Months Ended March 31, 2024
(In thousands, except share data)	Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balances at January 1, 2024	$	2,015	$	2,348,023	$	1,690,112	$	(249,075)	$	3,791,075
Comprehensive income:
Net income	—		—		100,109		—		100,109
Other comprehensive loss	—		—		—		(22,350)		(22,350)
Net issuance of 76,542 shares of common stock from exercise of stock options	1		670		—		—		671
Repurchase of 1,025,934 shares of common stock	(10)		(24,007)		—		—		(24,017)
Share-based compensation net issuance of 219,750 shares of restricted common stock	2		2,273		—		—		2,275
Excise tax from repurchase of common stock	—		(135)		—		—		(135)
Cash dividends – Common Stock, $0.18 per share	—		—		(36,227)		—		(36,227)
Balances at March 31, 2024 (unaudited)	$	2,008	$	2,326,824	$	1,753,994	$	(271,425)	$	3,811,401

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Consolidated Statements of Cash Flows


	Three Months Ended March 31,
(In thousands)	2025		2024
	(Unaudited)
Operating Activities
Net income	$	115,209	$	100,109
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization	7,190		7,350
Increase in value of equity securities	(442)		(1,003)
Increase in value of equity method investments	(4,895)		(840)
Increase in value of foreclosed assets	(1,253)		—
Amortization of securities, net	3,347		3,826
Accretion of purchased loans	(1,378)		(2,772)
Share-based compensation	2,800		2,275
Loss (gain) on assets	251		(207)
Provision for credit losses - loans	—		5,500
Recovery of credit losses - unfunded commitments	—		(1,000)

Deferred income tax effect	6,437		1,567
Increase in cash value of life insurance	(1,842)		(1,195)
Originations of mortgage loans held for sale	(139,120)		(119,379)
Proceeds from sales of mortgage loans held for sale	129,068		126,012
Changes in assets and liabilities:
Accrued interest receivable	4,146		(63)
Other assets	(28,578)		(20,329)
Accrued interest payable and other liabilities	26,074		47,692
Net cash provided by operating activities	117,014		147,543
Investing Activities
Net increase in federal funds sold	(2,550)		(100)
Net increase in loans	(177,767)		(99,450)


Proceeds from maturities of investment securities – available-for-sale	107,669		73,448
Proceeds from maturities of investment securities – held-to-maturity	5,319		1,444



Redemption (purchase) of other investments	3,184		(2,176)
Proceeds from sale of foreclosed assets	6,229		306
Proceeds from sale of SBA loans	4,308		2,949
Purchases of premises and equipment	(6,884)		(1,682)
Proceeds from sale of premises and equipment	2,913		—
Return of investment on cash value of life insurance, net	—		280


Net cash used in investing activities	(57,579)		(24,981)
Financing Activities
Net increase in deposits	395,194		78,419
Net (decrease) increase in securities sold under agreements to repurchase	(949)		34,022
Decrease in FHLB and other borrowed funds	(250)		(1,400,250)
Increase in FHLB and other borrowed funds	—		1,400,000



Proceeds from exercise of stock options, net	527		671
Repurchase of common stock	(29,816)		(24,152)

Dividends paid on common stock	(38,758)		(36,227)
Net cash provided by financing activities	325,948		52,483
Net change in cash and cash equivalents	385,383		175,045
Cash and cash equivalents – beginning of year	910,347		1,000,213
Cash and cash equivalents – end of period	$	1,295,730	$	1,175,258

See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.

Condensed Notes to Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Home BancShares, Inc. (the “Company” or “HBI”) is a bank holding company headquartered in Conway, Arkansas. The Company is primarily engaged in providing a full range of banking services to individual and corporate customers through its wholly-owned community bank subsidiary – Centennial Bank (sometimes referred to as “Centennial” or the “Bank”). The Bank has branch locations in Arkansas, Florida, South Alabama, Texas and New York City. The Company is subject to competition from other financial institutions. The Company also is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

A summary of the significant accounting policies of the Company follows:

Operating Segments

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Bank is the only significant subsidiary upon which management makes decisions regarding how to allocate resources and assess performance. Each of the regions and branches of the Bank provide a group of similar banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts. The individual bank branches and regions have similar operating and economic characteristics. While the chief decision maker monitors the revenue streams of the various products, services, branch locations and regions, operations are managed, and financial performance is evaluated on a company-wide basis. Accordingly, all of the banking services and branch locations are considered by management to be aggregated into one reportable operating segment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, the valuation of investment securities, and the valuation of foreclosed assets. In connection with the determination of the allowance for credit losses and the valuation of foreclosed assets, management obtains independent appraisals for significant properties.

Principles of Consolidation

The consolidated financial statements include the accounts of HBI and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Various items within the accompanying consolidated financial statements for previous periods have been reclassified to provide more comparative information. These reclassifications had no effect on net earnings or stockholders’ equity.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank (“FRB”) and interest-bearing deposits with other banks. Included in cash and cash equivalents were $11.7 million and $15.4 million of restricted cash as of March 31, 2025 and December 31, 2024, respectively.

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Interim financial information

The accompanying unaudited consolidated financial statements have been prepared in condensed format, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal recurring nature. 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. The interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Form 10-K, filed with the Securities and Exchange Commission on February 27, 2025.

Loans Receivable and Allowance for Credit Losses

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balance adjusted for any charge-offs, deferred fees or costs on originated loans. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding. Loan origination fees and direct origination costs are capitalized and recognized as adjustments to yield on the related loans.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discount cash flow ("DCF") method to estimate expected losses for all of the Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, the Federal Housing Finance Agency ("FHFA") housing price index and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family residential construction loans

•Other construction loans and all land development and other land loans

•Secured by farmland (including farm residential and other improvements)

•Revolving, open-end loans secured by 1-4 family residential properties and extended under lines

•Secured by first liens

•Secured by junior liens

•Secured by multifamily (5 or more) residential properties

•Loans secured by owner-occupied, nonfarm nonresidential properties

•Loans secured by other nonfarm nonresidential properties

•Loans to finance agricultural production and other loans to farmers

•Commercial and industrial loans

•Other revolving credit plans

•Automobile loans

•Other consumer loans

•Other consumer loans - Shore Premier Finance

•Obligations (other than securities and leases) of states and political subdivisions in the US

• Loans to nondepository financial institutions

•Loans for purchasing or carrying securities

•All other loans

•Leases

Loans considered to be collateral dependent, according to ASC 326, are loans for which, repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company's assessment as of the reporting date. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments and curtailments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

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Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made the required payments for at least six months, and we reasonably expect to collect all principal and interest.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for or recovery of credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Earnings per Share

Basic earnings per share is computed based on the weighted-average number of shares outstanding during each year. Diluted earnings per share is computed using the weighted-average shares and all potential dilutive shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (“EPS”) for the following periods:


	Three Months Ended March 31,
	2025		2024
	(In thousands)
Net income	$	115,209	$	100,109
Average shares outstanding	198,657		201,210
Effect of common stock options	195		180
Average diluted shares outstanding	198,852		201,390
Basic earnings per share	$	0.58	$	0.50
Diluted earnings per share	$	0.58	$	0.50

The impact of anti-dilutive shares to the diluted earnings per share calculation was considered immaterial for the periods ended March 31, 2025 and 2024.

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2. Investment Securities

The following table summarizes the amortized cost and fair value of securities that are classified as available-for-sale and held-to-maturity:


	March 31, 2025
	Available-for-Sale
	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
	(In thousands)
U.S. government-sponsored enterprises	$	283,960	$	—	$	283,960	$	1,216	$	(11,520)	$	273,656
U.S. government-sponsored mortgage-backed securities	1,467,153		—		1,467,153		931		(169,526)		1,298,558
Private mortgage-backed securities	181,859		—		181,859		19		(10,541)		171,337
Non-government-sponsored asset backed securities	202,999		—		202,999		204		(2,772)		200,431
State and political subdivisions	947,565		—		947,565		350		(87,861)		860,054
Other securities	215,709		(2,195)		213,514		1,043		(15,273)		199,284
Total	$	3,299,245	$	(2,195)	$	3,297,050	$	3,763	$	(297,493)	$	3,003,320


	March 31, 2025
	Held-to-Maturity
	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
	(In thousands)
U.S. government-sponsored enterprises	$	43,629	$	—	$	43,629	$	—	$	(2,249)	$	41,380
U.S. government-sponsored mortgage-backed securities	122,617		—		122,617		66		(4,509)		118,174
State and political subdivisions	1,105,655		(2,005)		1,103,650		26		(109,968)		993,708

Total	$	1,271,901	$	(2,005)	$	1,269,896	$	92	$	(116,726)	$	1,153,262


	December 31, 2024
	Available-for-Sale
	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
	(In thousands)
U.S. government-sponsored enterprises	$	297,698	$	—	$	297,698	$	1,164	$	(14,072)	$	284,790
U.S. government-sponsored mortgage-backed securities	1,527,463		—		1,527,463		760		(203,539)		1,324,684
Private mortgage-backed securities	184,643		—		184,643		—		(13,249)		171,394
Non-government-sponsored asset backed securities	228,751				228,751		331		(3,434)		225,648
State and political subdivisions	956,055		—		956,055		335		(86,029)		870,361
Other securities	215,662		(2,195)		213,467		576		(18,281)		195,762
Total	$	3,410,272	$	(2,195)	$	3,408,077	$	3,166	$	(338,604)	$	3,072,639

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	December 31, 2024
	Held-to-Maturity
	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
	(In thousands)
U.S. government-sponsored enterprises	$	43,560	$	—	$	43,560	$	—	$	(3,021)	$	40,539
U.S. government-sponsored mortgage-backed securities	124,169		—		124,169		—		(6,695)		117,474
State and political subdivisions	1,109,480		(2,005)		1,107,475		39		(122,587)		984,927

Total	$	1,277,209	$	(2,005)	$	1,275,204	$	39	$	(132,303)	$	1,142,940

Assets, principally investment securities, having a carrying value of approximately $2.75 billion and $2.61 billion at March 31, 2025 and December 31, 2024, respectively, were pledged to secure public deposits, as collateral for repurchase agreements, and for other purposes required or permitted by law. Investment securities pledged as collateral for repurchase agreements totaled approximately $161.4 million and $162.4 million at March 31, 2025 and December 31, 2024, respectively.

The amortized cost and estimated fair value of securities classified as available-for-sale and held-to-maturity at March 31, 2025, by contractual maturity, are shown below. Expected maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	21,685	$	21,387	$	—	$	—
Due after one year through five years	278,373		264,842		59,616		57,252
Due after five years through ten years	355,464		329,240		377,325		347,113
Due after ten years	791,712		717,525		712,343		630,723
U.S. government-sponsored mortgage-backed securities	1,467,153		1,298,558		122,617		118,174
Private mortgage-backed securities	181,859		171,337		—		—
Non-government-sponsored asset backed securities	202,999		200,431		—		—
Total	$	3,299,245	$	3,003,320	$	1,271,901	$	1,153,262

During the three months ended March 31, 2025 and 2024, no available-for-sale securities were sold.

The following table shows gross unrealized losses and estimated fair value of investment securities classified as available-for-sale and held-to-maturity, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of March 31, 2025 and December 31, 2024.

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	March 31, 2025
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises	$	24,208	$	(215)	$	163,377	$	(11,305)	$	187,585	$	(11,520)
U.S. government-sponsored mortgage-backed securities	33,859		(214)		1,186,597		(169,312)		1,220,456		(169,526)
Private mortgage-backed securities	—		—		161,674		(10,541)		161,674		(10,541)
Non-government-sponsored asset backed securities	105,201		(223)		85,633		(2,549)		190,834		(2,772)
State and political subdivisions	40,072		(1,332)		757,250		(86,529)		797,322		(87,861)
Other securities	5,883		(264)		179,056		(15,009)		184,939		(15,273)
Total	$	209,223	$	(2,248)	$	2,533,587	$	(295,245)	$	2,742,810	$	(297,493)
Held-to-maturity:
U.S. government-sponsored enterprises	$	—	$	—	$	41,380	$	(2,249)	$	41,380	$	(2,249)
U.S. government-sponsored mortgage-backed securities	50,635		(866)		62,274		(3,643)		112,909		(4,509)


State and political subdivisions	19,245		(767)		972,529		(109,201)		991,774		(109,968)
Total	$	69,880	$	(1,633)	$	1,076,183	$	(115,093)	$	1,146,063	$	(116,726)


	December 31, 2024
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises	$	25,946	$	(326)	$	161,759	$	(13,746)	$	187,705	$	(14,072)
U.S. government-sponsored mortgage-backed securities	34,597		(1,088)		1,215,317		(202,451)		1,249,914		(203,539)
Private mortgage-backed securities	9,491		(129)		161,903		(13,120)		171,394		(13,249)
Non-government-sponsored asset backed securities	10,849		(60)		92,857		(3,374)		103,706		(3,434)
State and political subdivisions	46,591		(1,230)		761,289		(84,799)		807,880		(86,029)
Other securities	7,157		(911)		173,204		(17,370)		180,361		(18,281)
Total	$	134,631	$	(3,744)	$	2,566,329	$	(334,860)	$	2,700,960	$	(338,604)
Held-to-maturity:
U.S. government-sponsored enterprises	$	—	$	—	$	40,539	$	(3,021)	$	40,539	$	(3,021)
U.S. government-sponsored mortgage-backed securities	48,254		(1,979)		69,220		(4,716)		117,474		(6,695)


State and political subdivisions	29,612		(1,037)		954,335		(121,550)		983,947		(122,587)
Total	$	77,866	$	(3,016)	$	1,064,094	$	(129,287)	$	1,141,960	$	(132,303)

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Debt securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

During the three months ended March 31, 2025, the Company determined the $2.2 million allowance for credit losses on the available-for-sale portfolio and the $2.0 million allowance for credit losses on the held-to-maturity portfolio was adequate. Therefore, no additional provision was considered necessary.


Available-for-Sale Investment Securities
	March 31, 2025		December 31, 2024
Allowance for credit losses:	(In thousands)
Beginning balance, January 1	$	2,195	$	2,525
Provision for credit loss	—		—
Balance, March 31	$	2,195	$	2,525
Recovery of credit loss			(330)
Balance, December 31, 2024			$	2,195


Held-to-Maturity Investment Securities
	March 31, 2025		December 31, 2024
Allowance for credit losses:	(In thousands)
Beginning balance, January 1	$	2,005	$	2,005
Provision for credit loss	—		—
Balance, March 31	$	2,005	$	2,005
Provision for credit loss			—
Balance, December 31, 2024			$	2,005

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For the three months ended March 31, 2025, the Company had available-for-sale investment securities with approximately $297.5 million in unrealized losses, of which $295.2 million had been in continuous loss positions for more than twelve months. With the exception of the subordinated debt investment securities which were downgraded during 2023 resulting in the allowance, the Company’s assessments indicated the cause of the market depreciation was primarily due to the change in interest rates and not the issuer’s financial condition or downgrades by rating agencies. In addition, approximately 38.9% of the principal balance from the Company’s investment portfolio will mature or are expected to pay down within five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

As of March 31, 2025, the Company's available-for-sale securities portfolio consisted of 1,516 investment securities, 1,287 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $297.5 million. The U.S. government-sponsored enterprises portfolio contained unrealized losses of $11.5 million on 66 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained $169.5 million of unrealized losses on 637 securities, and the private mortgage-backed securities portfolio contained $10.5 million of unrealized losses on 31 securities. The non-government-sponsored asset backed securities portfolio contained $2.8 million of unrealized losses on 29 securities. The state and political subdivisions portfolio contained $87.9 million of unrealized losses on 461 securities. In addition, the other securities portfolio contained $15.3 million of unrealized losses on 63 securities. With the exception of the investments for which an allowance for credit losses has been established, the unrealized losses on the Company's investments were primarily a result of interest rate changes, and the Company expects to recover the amortized cost basis over the term of the securities. The Company has determined that, as of March 31, 2025, an additional provision for credit losses is not necessary because the decline in market value was attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

As of March 31, 2025, the Company's held-to-maturity securities portfolio consisted of 511 investment securities, 501 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $116.7 million. The U.S. government-sponsored enterprises portfolio contained unrealized losses of $2.2 million on 5 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained unrealized losses of $4.5 million on 19 securities. The state and political subdivisions portfolio contained $110.0 million of unrealized losses on 477 securities. The unrealized losses on the Company's investments were a result of interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value was attributable to changes in interest rates and not credit quality, the Company has determined that an additional provision for credit losses was not necessary as of March 31, 2025.

The following table summarizes bond ratings for the Company’s held-to-maturity portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of March 31, 2025:


	State and political subdivisions		U.S. government-sponsored enterprises		U.S. government-sponsored mortgage-backed securities		Total
	(In thousands)
Aaa/AAA	$	237,046	$	43,629	$	—	$	280,675
Aa/AA	838,928		—		—		838,928
A	25,566		—		—		25,566

Not rated	4,115		—		—		4,115
Agency Backed	—		—		122,617		122,617
Total	$	1,105,655	$	43,629	$	122,617	$	1,271,901

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Income earned on securities for the three months ended March 31, 2025 and 2024, is as follows:


	Three Months Ended March 31,
	2025		2024
	(In thousands)
Taxable
Available-for-sale	$	20,060	$	25,762
Held-to-maturity	7,373		7,467
Non-taxable
Available-for-sale	4,580		4,695
Held-to-maturity	3,070		3,108
Total	$	35,083	$	41,032

3. Loans Receivable

The various categories of loans receivable are summarized as follows:


	March 31, 2025		December 31, 2024
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	5,588,681	$	5,426,780
Construction/land development	2,735,760		2,736,214
Agricultural	335,437		336,993
Residential real estate loans
Residential 1-4 family	1,947,872		1,956,489
Multifamily residential	576,089		496,484
Total real estate	11,183,839		10,952,960
Consumer	1,227,745		1,234,361
Commercial and industrial	2,045,036		2,022,775
Agricultural	314,323		367,251
Other	181,173		187,153
Total loans receivable	14,952,116		14,764,500
Allowance for credit losses	(279,944)		(275,880)
Loans receivable, net	$	14,672,172	$	14,488,620

During the three months ended March 31, 2025, the Company sold $4.0 million of the guaranteed portions of certain SBA loans, which resulted in a gain of approximately $288,000. During the three months ended March 31, 2024, the Company sold $2.7 million guaranteed portions of certain SBA loans, which resulted in a gain of approximately $198,000.

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Mortgage loans held for sale of approximately $108.7 million and $98.7 million at March 31, 2025 and December 31, 2024, respectively, are included in residential 1-4 family loans. Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price and the carrying amount of the loans sold, net of discounts collected or paid. The Company obtains forward commitments to sell mortgage loans to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. The forward commitments acquired by the Company for mortgage loans in process of origination are considered mandatory forward commitments. Because these commitments are structured on a mandatory basis, the Company is required to substitute another loan or to buy back the commitment if the original loan does not fund. The Company regularly sells mortgages into the capital markets to mitigate the effects of interest rate volatility during the period from the time an interest rate lock commitment (“IRLC”) is issued until the IRLC funds creating a mortgage loan held for sale and its subsequent sale into the secondary/capital markets. Loan sales are typically executed on a mandatory basis. Under a mandatory commitment, the Company agrees to deliver a specified dollar amount with predetermined terms by a certain date. Generally, the commitment is not loan specific, and any combination of loans can be delivered into the outstanding commitment provided the terms fall within the parameters of the commitment. Upon failure to deliver, the Company is subject to fees based on market movement. These commitments and IRLCs are derivative instruments and their fair values at March 31, 2025 and December 31, 2024 were not material.

Purchased loans that have experienced more than insignificant credit deterioration since origination are purchase credit deteriorated ("PCD") loans. An allowance for credit losses is determined using the same methodology as other loans. The Company develops separate PCD models for each loan segment with PCD loans not individually analyzed for credit losses. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $72.1 million and $76.3 million in PCD loans, as of March 31, 2025 and December 31, 2024, respectively. The balance, as of March 31, 2025, results entirely from the acquisition of Happy Bancshares, Inc. ("Happy") in 2022.

A description of our accounting policies for loans and impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) are set forth in our 2024 Form 10-K filed with the SEC on February 27, 2025.

4. Allowance for Credit Losses, Credit Quality and Other

The Company uses the discounted cash flow (“DCF”) method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

Management qualitatively adjusts model results for risk factors ("Q-Factors") that are not considered within our modeling processes but are, nonetheless, relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system; and (ix) economic conditions.

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Each year management evaluates the performance of the selected models used in the CECL calculation through backtesting. Based on the results of the testing, management determines if the various models produced accurate results compared to the actual losses incurred for the current economic environment. Management then determines if changes to the assumptions and economic factors would produce a stronger overall calculation that is more responsive to changes in economic conditions. The Company continues to use regression analysis to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the loss driver segments. Based on this analysis, management determined that changes to several of the economic factors for the loss driver segments, along with other model improvements and updates, were necessary, and updated models were implemented beginning with the June 30, 2024 allowance for credit losses calculation. The identified loss drivers by segment are included below as of both March 31, 2025 and December 31, 2024.


Loss Driver Segment	Call Report Segment(s)	Modeled Economic Factors
1-4 Family Construction	1a1	National Unemployment (%) & Housing Price Index (%)
All Other Construction	1a2	National Unemployment (%) & Gross Domestic Product (%)
Farmland & Agriculture	1b, 3	National Unemployment (%)
Residential 1-4 Family	1c1, 1c2a, 1c2b	National Unemployment (%) & Housing Price Index (%)
Multifamily	1d	Rental Vacancy Rate (%) & Housing Price Index (%)
Non-Farm/ Non-Residential CRE	1e1, 1e2	National Unemployment (%) & Gross Domestic Product (%)
Commercial & Industrial, Non-Depository Financial Institutions, Purchase/Carry Securities, Leases, Other	4a, 9a, 9b1, 9b2, 10, Other	National Unemployment (%) & National Retail Sales (%)
Consumer Auto	6c	National Unemployment (%) & National Retail Sales (%)
Other Consumer	6b, 6d	National Unemployment (%) & National Retail Sales (%)
Other Consumer - SPF	6d	National Unemployment (%)
Obligations of States and Political Subdivisions	8	National Unemployment (%) & Gross Domestic Product (%)

The combination of adjustments for credit expectations (default and loss) and time expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

Construction/Land Development and Other Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30 year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of the borrower as well as any guarantors, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

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Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of the borrower as well as any guarantors, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

Consumer & Other Loans. Our consumer & other loans are primarily composed of loans to finance United States Coast Guard registered high-end sail and power boats. The performance of consumer & other loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit loss on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company uses the DCF method to estimate expected losses for all of the Company’s off-balance sheet credit exposures through the use of the existing DCF models for the Company’s loan portfolio pools. The off-balance sheet credit exposures exhibit similar risk characteristics as loans currently in the Company’s loan portfolio.

During the three months ended March 31, 2025, the Company did not record a provision for credit losses on loans primarily due to the $4.1 million in net recoveries experienced during the quarter. After considering the recoveries, management determined the level of the allowance for credit losses on loans was adequate. In addition, management determined that a provision was not necessary for the unfunded commitments as the current level of the reserve was considered adequate. During the three months ended March 31, 2024, the Company recorded $5.5 million in provision for credit losses on loans, and the Company reversed $1.0 million in provision for unfunded commitments.

The following table presents the activity in the allowance for credit losses for the three months ended March 31, 2025:


	Three Months Ended March 31, 2025
	Construction/ Land Development		Other Commercial Real Estate		Residential Real Estate		Commercial & Industrial		Consumer & Other		Total
	(In thousands)
Allowance for credit losses:
Beginning balance	$	52,271	$	91,315	$	50,835	$	49,621	$	31,838	$	275,880

Loans charged off	—		(2,300)		(75)		(161)		(922)		(3,458)
Recoveries of loans previously charged off	125		6,160		51		958		228		7,522
Net loans recovered (charged off)	125		3,860		(24)		797		(694)		4,064

Provision for credit losses	(4,220)		(8,890)		2,597		9,704		809		—
Balance, March 31	$	48,176	$	86,285	$	53,408	$	60,122	$	31,953	$	279,944

During the three months ended March 31, 2025, the Company reduced the level of the hurricane reserve from $33.4 million to $6.0 million as the majority of deferred loans returned to regular payment during the first quarter of 2025. The reduction in the hurricane reserve and the increase in the economic uncertainty related qualitative factor drove the significant changes in reserve levels between commercial real estate and commercial & industrial loans.

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The following table presents the activity in the allowance for credit losses for the three months ended March 31, 2024 and the year ended December 31, 2024:


	Three Months Ended March 31, 2024 and Year Ended December 31, 2024
	Construction/ Land Development		Other Commercial Real Estate		Residential Real Estate		Commercial & Industrial		Consumer & Other		Total
	(In thousands)
Allowance for credit losses:
Beginning balance	$	33,877	$	78,635	$	55,860	$	92,810	$	27,052	$	288,234
Loans charged off	(1)		(1,102)		(159)		(1,746)		(970)		(3,978)
Recoveries of loans previously charged off	7		20		19		101		391		538
Net loans (charged off) recovered	6		(1,082)		(140)		(1,645)		(579)		(3,440)

Provision for credit loss - loans	2,038		1,575		1,183		(157)		861		5,500
Balance, March 31	35,921		79,128		56,903		91,008		27,334		290,294
Loans charged off	(1,436)		(37,030)		(6,908)		(9,343)		(4,341)		(59,058)
Recoveries of loans previously charged off	214		39		161		527		803		1,744
Net loans (charged off) recovered	(1,222)		(36,991)		(6,747)		(8,816)		(3,538)		(57,314)
Provision for credit loss - loans	17,572		49,178		679		(32,571)		8,042		42,900
Balance, December 31	$	52,271	$	91,315	$	50,835	$	49,621	$	31,838	$	275,880

During the second quarter of 2024, the Company implemented updated allowance for credit loss models as part of the annual model review and challenge process. In light of the current commercial real estate ("CRE") environment, the allowance calculation called for a higher level of reserves for the CRE portfolio and a corresponding reduction in reserves for the commercial and industrial portfolio.

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Nonaccrual		Nonaccrual with Reserve		Loans Past Due Over 90 Days Still Accruing
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	32,953	$	28,358	$	226
Construction/land development	2,061		—		—
Agricultural	538		—		—
Residential real estate loans
Residential 1-4 family	23,510		—		306
Multifamily residential	13,075		—		—
Total real estate	72,137		28,358		532
Consumer	6,014		—		11
Commercial and industrial	7,619		—		2,380
Agricultural & other	613		—		341
Total	$	86,383	$	28,358	$	3,264

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	December 31, 2024
	Nonaccrual		Nonaccrual with Reserve		Loans Past Due Over 90 Days Still Accruing
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	35,868	$	28,768	$	304
Construction/land development	3,702		—		600
Agricultural	559		—		—
Residential real estate loans
Residential 1-4 family	22,539		—		1,835
Multifamily residential	13,083		—		—
Total real estate	75,751		28,768		2,739
Consumer	6,178		—		32
Commercial and industrial	10,931		—		2,263
Agricultural & other	993		—		—
Total	$	93,853	$	28,768	$	5,034

The Company had $86.4 million and $93.9 million in nonaccrual loans as of March 31, 2025 and December 31, 2024, respectively. In addition, the Company had $3.3 million and $5.0 million in loans past due 90 days or more and still accruing as of March 31, 2025 and December 31, 2024, respectively.

The Company had $28.4 million and $28.8 million in nonaccrual loans with a specific reserve as of March 31, 2025 and December 31, 2024, respectively. Interest income recognized on the non-accrual loans for the periods ended March 31, 2025 and March 31, 2024 was considered immaterial.

The following table presents the amortized cost basis of impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) by class of loans as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Commercial Real Estate		Residential Real Estate		Other
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	109,144	$	—	$	—
Construction/land development	2,061		—		—
Agricultural	538		—		—
Residential real estate loans
Residential 1-4 family	—		25,982		—
Multifamily residential	—		13,074		—
Total real estate	111,743		39,056		—
Consumer	—		—		13,997
Commercial and industrial	—		—		75,311
Agricultural & other	—		—		953
Total	$	111,743	$	39,056	$	90,261

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	December 31, 2024
	Commercial Real Estate		Residential Real Estate		Other
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	125,861	$	—	$	—
Construction/land development	4,301		—		—
Agricultural	559		—		—
Residential real estate loans
Residential 1-4 family	—		26,549		—
Multifamily residential	—		13,083		—
Total real estate	130,721		39,632		—
Consumer	—		—		14,228
Commercial and industrial	—		—		82,422
Agricultural & other	—		—		993
Total	$	130,721	$	39,632	$	97,643

The Company had $241.1 million and $268.0 million in impaired loans for the periods ended March 31, 2025 and December 31, 2024, respectively.

Interest recognized on impaired loans during the three months ended March 31, 2025 was approximately $3.0 million. Interest recognized on impaired loans during the three months ended March 31, 2024 was approximately $685,000. The amount of interest recognized on impaired loans on the cash basis is not materially different than the accrual basis.

The following is an aging analysis for loans receivable as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Loans Past Due 30-59 Days		Loans Past Due 60-89 Days		Loans Past Due 90 Days or More		Total Past Due		Current Loans		Total Loans Receivable		Accruing Loans Past Due 90 Days or More
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	2,346	$	2,018	$	33,179	$	37,543	$	5,551,138	$	5,588,681	$	226
Construction/land development	2,259		16		2,061		4,336		2,731,424		2,735,760		—
Agricultural	39		21		538		598		334,839		335,437		—
Residential real estate loans
Residential 1-4 family	8,129		2,096		23,816		34,041		1,913,831		1,947,872		306
Multifamily residential	—		—		13,075		13,075		563,014		576,089		—
Total real estate	12,773		4,151		72,669		89,593		11,094,246		11,183,839		532
Consumer	7,024		2,471		6,025		15,520		1,212,225		1,227,745		11
Commercial and industrial	2,125		206		9,999		12,330		2,032,706		2,045,036		2,380
Agricultural & other	1,107		32		954		2,093		493,403		495,496		341
Total	$	23,029	$	6,860	$	89,647	$	119,536	$	14,832,580	$	14,952,116	$	3,264

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	December 31, 2024
	Loans Past Due 30-59 Days		Loans Past Due 60-89 Days		Loans Past Due 90 Days or More		Total Past Due		Current Loans		Total Loans Receivable		Accruing Loans Past Due 90 Days or More
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	4,352	$	38,944	$	36,172	$	79,468	$	5,347,312	$	5,426,780	$	304
Construction/land development	369		799		4,302		5,470		2,730,744		2,736,214		600
Agricultural	90		43		559		692		336,301		336,993		—
Residential real estate loans
Residential 1-4 family	1,897		4,877		24,374		31,148		1,925,341		1,956,489		1,835
Multifamily residential	—		—		13,083		13,083		483,401		496,484		—
Total real estate	6,708		44,663		78,490		129,861		10,823,099		10,952,960		2,739
Consumer	7,046		68		6,210		13,324		1,221,037		1,234,361		32
Commercial and industrial	309		1,028		13,194		14,531		2,008,244		2,022,775		2,263
Agricultural and other	1,082		291		993		2,366		552,038		554,404		—
Total	$	15,145	$	46,050	$	98,887	$	160,082	$	14,604,418	$	14,764,500	$	5,034

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk rating of loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) non-performing loans and (v) the general economic conditions in Arkansas, Florida, Texas, Alabama and New York.

The Company utilizes a risk rating matrix to assign a risk rating to each of its loans. Loans are rated on a scale from 1 to 8. Descriptions of the general characteristics of the 8 risk ratings are as follows:

•Risk rating 1 – Excellent. Loans in this category are to persons or entities of unquestionable financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.

•Risk rating 2 – Good. These are loans to persons or entities with strong financial condition and above-average liquidity that have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.

•Risk rating 3 – Satisfactory. Loans to persons or entities with an average financial condition, adequate collateral margins, adequate cash flow to service long-term debt, and net worth comprised mainly of fixed assets are included in this category. These entities are minimally profitable now, with projections indicating continued profitability into the foreseeable future. Closely held corporations or businesses where a majority of the profits are withdrawn by the owners or paid in dividends are included in this rating category. Overall, these loans are basically sound.

•Risk rating 4 – Watch. Borrowers who have marginal cash flow, marginal profitability or have experienced an unprofitable year and a declining financial condition characterize these loans. The borrower has in the past satisfactorily handled debts with the Bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the Bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure.

•Risk rating 5 – Other Loans Especially Mentioned (“OLEM”). A loan criticized as OLEM has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. OLEM assets are not adversely classified and do not expose the institution to sufficient risk to warrant adverse classification.

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•Risk rating 6 – Substandard. A loan classified as substandard is inadequately protected by the sound worth and paying capacity of the borrower or the collateral pledged. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual assets.

•Risk rating 7 – Doubtful. A loan classified as doubtful has all the weaknesses inherent in a loan classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the loan.

•Risk rating 8 – Loss. Assets classified as loss are considered uncollectible and of such little value that the continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may occur in the future. This classification is based upon current facts, not probabilities. Assets classified as loss should be charged-off in the period in which they became uncollectible.

Loans that do not share risk characteristics are evaluated on an individual basis. All loans over $2.0 million that are rated 5 – 8 are individually assessed for credit losses on a quarterly basis. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral, less estimated costs to sell, or present value of cash flows at the measurement date exceeds the amortized cost basis of the loan.

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Based on the most recent analysis performed, the risk category of loans by class of loans as of March 31, 2025 and December 31, 2024 is as follows:


	March 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	320	$	—	$	320
Risk rating 2	—		—		—		—		—		—		—		—
Risk rating 3	86,681		160,251		359,628		678,743		447,619		1,103,473		289,438		3,125,833
Risk rating 4	17,131		115,159		116,893		572,962		311,072		717,639		319,820		2,170,676
Risk rating 5	247		27		921		391		56		7,066		358		9,066
Risk rating 6	11,972		33,617		825		35,727		6,386		194,259		—		282,786
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total non-farm/non-residential	116,031		309,054		478,267		1,287,823		765,133		2,022,757		609,616		5,588,681
Construction/land development
Risk rating 1	$	—	$	—	$	—	$	—	$	9	$	—	$	—	$	9
Risk rating 2	—		98		133		—		—		149		—		380
Risk rating 3	104,055		977,178		341,364		282,926		42,446		88,460		70,362		1,906,791
Risk rating 4	11,849		141,922		115,012		254,824		70,540		26,241		189,381		809,769
Risk rating 5	113		—		—		16,269		—		—		—		16,382
Risk rating 6	—		—		108		228		966		1,091		36		2,429
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total construction/land development	116,017		1,119,198		456,617		554,247		113,961		115,941		259,779		2,735,760
Agricultural
Risk rating 1	$	—	$	300	$	—	$	1,326	$	—	$	—	$	—	$	1,626
Risk rating 2	—		275		237		—		1,063		—		—		1,575
Risk rating 3	12,194		37,916		32,246		27,919		13,899		57,070		36,237		217,481
Risk rating 4	1,618		14,919		10,309		25,044		19,524		33,127		5,515		110,056
Risk rating 5	—		—		—		—		—		631		—		631
Risk rating 6	—		—		—		—		1,555		2,329		184		4,068
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total agricultural	13,812		53,410		42,792		54,289		36,041		93,157		41,936		335,437
Total commercial real estate loans	$	245,860	$	1,481,662	$	977,676	$	1,896,359	$	915,135	$	2,231,855	$	911,331	$	8,659,878
Residential real estate loans
Residential 1-4 family
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	88	$	2	$	90
Risk rating 2	—		—		161		—		—		8		3		172
Risk rating 3	55,288		166,957		242,543		358,134		183,574		450,056		119,487		1,576,039
Risk rating 4	2,576		30,600		11,767		51,296		55,550		83,831		93,929		329,549
Risk rating 5	—		—		1,563		2,053		2,141		2,861		1,102		9,720
Risk rating 6	—		864		3,201		9,048		3,175		15,775		239		32,302
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total residential 1-4 family	57,864		198,421		259,235		420,531		244,440		552,619		214,762		1,947,872

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	March 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Multifamily residential
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Risk rating 2	—		—		—		—		—		—		—		—
Risk rating 3	786		2,748		11,439		33,096		39,310		120,662		7,445		215,486
Risk rating 4	818		297		81,149		164,714		8,829		80,107		11,012		346,926
Risk rating 5	—		—		—		—		—		241		—		241
Risk rating 6	—		—		—		12,647		578		211		—		13,436
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total multifamily residential	1,604		3,045		92,588		210,457		48,717		201,221		18,457		576,089
Total real estate	$	305,328	$	1,683,128	$	1,329,499	$	2,527,347	$	1,208,292	$	2,985,695	$	1,144,550	$	11,183,839
Consumer
Risk rating 1	$	1,110	$	4,355	$	2,013	$	1,339	$	737	$	1,535	$	1,701	$	12,790
Risk rating 2	—		—		—		—		—		245		—		245
Risk rating 3	75,071		251,914		182,747		177,969		160,834		310,378		1,260		1,160,173
Risk rating 4	1,018		15,681		8,718		4,693		1,257		4,960		149		36,476
Risk rating 5	—		7		35		—		208		491		—		741
Risk rating 6	—		49		5,641		4,747		346		6,519		15		17,317
Risk rating 7	—		—		2		—		—		—		—		2
Risk rating 8	—		—		1		—		—		—		—		1
Total consumer	77,199		272,006		199,157		188,748		163,382		324,128		3,125		1,227,745
Commercial and industrial
Risk rating 1	$	169	$	5,168	$	400	$	551	$	364	$	20,852	$	12,232	$	39,736
Risk rating 2	—		46		119		408		10		18		2,495		3,096
Risk rating 3	58,888		139,000		547,790		222,608		55,154		275,964		212,519		1,511,923
Risk rating 4	7,041		51,866		27,609		25,931		37,025		56,633		190,139		396,244
Risk rating 5	—		—		119		175		4,669		85		1,894		6,942
Risk rating 6	—		46,540		4,190		3,955		9,664		3,955		18,787		87,091
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		1		1		—		2		—		4
Total commercial and industrial	66,098		242,620		580,228		253,629		106,886		357,509		438,066		2,045,036
Agricultural and other
Risk rating 1	$	102	$	649	$	354	$	—	$	16	$	100	$	571	$	1,792
Risk rating 2	4		145		261		23		—		—		696		1,129
Risk rating 3	16,713		43,048		13,579		37,256		24,615		39,294		149,238		323,743
Risk rating 4	40,282		11,740		1,822		3,497		5,806		27,624		74,377		165,148
Risk rating 5	—		—		—		1,679		618		558		2		2,857
Risk rating 6	—		—		3		312		39		385		88		827
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total agricultural and other	57,101		55,582		16,019		42,767		31,094		67,961		224,972		495,496
Total	$	505,726	$	2,253,336	$	2,124,903	$	3,012,491	$	1,509,654	$	3,735,293	$	1,810,713	$	14,952,116

Table of Contents


	December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	326	$	68	$	394
Risk rating 2	—		—		—		—		—		—		—		—
Risk rating 3	178,690		331,274		645,431		512,315		220,835		934,598		228,198		3,051,341
Risk rating 4	120,700		91,233		531,601		267,040		131,943		617,978		313,529		2,074,024
Risk rating 5	27		—		1,266		—		1,040		9,613		343		12,289
Risk rating 6	33,781		825		33,998		5,701		9,892		204,535		—		288,732
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total non-farm/non-residential	333,198		423,332		1,212,296		785,056		363,710		1,767,050		542,138		5,426,780
Construction/land development
Risk rating 1	$	—	$	—	$	—	$	9	$	—	$	—	$	—	$	9
Risk rating 2	100		134		—		—		—		157		—		391
Risk rating 3	791,840		397,607		337,382		85,069		40,870		60,994		70,755		1,784,517
Risk rating 4	171,954		173,190		320,896		29,010		6,848		20,977		207,563		930,438
Risk rating 5	13		—		16,390		198		—		—		—		16,601
Risk rating 6	—		108		1,852		1,182		195		871		38		4,246
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		12		—		—		—		12
Total construction/land development	963,907		571,039		676,520		115,480		47,913		82,999		278,356		2,736,214
Agricultural
Risk rating 1	$	449	$	—	$	1,393	$	—	$	—	$	—	$	—	$	1,842
Risk rating 2	277		238		—		1,080		—		—		—		1,595
Risk rating 3	38,900		32,890		29,013		15,091		20,240		42,896		37,392		216,422
Risk rating 4	13,582		10,167		27,987		19,765		10,453		25,539		5,015		112,508
Risk rating 5	—		—		—		—		—		571		—		571
Risk rating 6	—		—		—		1,555		1,084		1,228		188		4,055
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total agricultural	53,208		43,295		58,393		37,491		31,777		70,234		42,595		336,993
Total commercial real estate loans	$	1,350,313	$	1,037,666	$	1,947,209	$	938,027	$	443,400	$	1,920,283	$	863,089	$	8,499,987
Residential real estate loans
Residential 1-4 family
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	91	$	2	$	93
Risk rating 2	—		221		—		—		—		10		4		235
Risk rating 3	219,885		232,289		370,485		222,761		126,372		342,594		120,626		1,635,012
Risk rating 4	14,380		18,404		43,419		22,952		19,318		69,811		93,464		281,748
Risk rating 5	854		1,948		887		2,263		193		1,639		778		8,562
Risk rating 6	—		2,630		8,135		2,971		4,230		12,609		263		30,838
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		1		—		1
Total residential 1-4 family	235,119		255,492		422,926		250,947		150,113		426,755		215,137		1,956,489

Table of Contents


	December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Multifamily residential
Risk rating 1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Risk rating 2	—		—		—		—		—		—		—		—
Risk rating 3	3,744		11,304		33,411		39,828		51,573		71,488		7,457		218,805
Risk rating 4	297		395		160,913		8,908		58,236		22,820		12,413		263,982
Risk rating 5	—		—		—		—		—		242		—		242
Risk rating 6	—		—		12,647		586		—		222		—		13,455
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total multifamily residential	4,041		11,699		206,971		49,322		109,809		94,772		19,870		496,484
Total real estate	$	1,589,473	$	1,304,857	$	2,577,106	$	1,238,296	$	703,322	$	2,441,810	$	1,098,096	$	10,952,960
Consumer
Risk rating 1	$	4,977	$	2,256	$	1,548	$	789	$	524	$	1,001	$	1,589	$	12,684
Risk rating 2	—		—		—		—		—		142		—		142
Risk rating 3	268,747		208,277		206,878		173,224		87,540		234,802		1,152		1,180,620
Risk rating 4	7,232		4,556		4,926		1,464		161		5,626		195		24,160
Risk rating 5	—		4		8		216		156		407		—		791
Risk rating 6	75		5,741		3,618		181		339		5,946		55		15,955
Risk rating 7	—		2		—		—		—		—		—		2
Risk rating 8	—		1		—		6		—		—		—		7
Total consumer	281,031		220,837		216,978		175,880		88,720		247,924		2,991		1,234,361
Commercial and industrial
Risk rating 1	$	6,417	$	833	$	575	$	417	$	214	$	20,878	$	12,044	$	41,378
Risk rating 2	47		117		442		66		4		18		2,709		3,403
Risk rating 3	131,583		509,552		230,981		60,652		43,587		219,289		196,538		1,392,182
Risk rating 4	74,388		53,103		30,832		29,032		6,626		59,163		230,272		483,416
Risk rating 5	—		113		324		4,526		15		—		1,068		6,046
Risk rating 6	47,007		3,198		3,646		12,617		11		9,406		20,464		96,349
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		1		—		—		—		—		1
Total commercial and industrial	259,442		566,916		266,801		107,310		50,457		308,754		463,095		2,022,775
Agricultural and other
Risk rating 1	$	705	$	375	$	120	$	16	$	100	$	—	$	993	$	2,309
Risk rating 2	153		301		23		—		—		—		2,175		2,652
Risk rating 3	33,060		42,562		38,428		26,408		24,261		31,552		180,103		376,374
Risk rating 4	31,896		2,287		7,467		6,998		338		14,067		106,309		169,362
Risk rating 5	1,914		—		312		—		61		543		5		2,835
Risk rating 6	—		3		—		39		57		663		110		872
Risk rating 7	—		—		—		—		—		—		—		—
Risk rating 8	—		—		—		—		—		—		—		—
Total agricultural and other	67,728		45,528		46,350		33,461		24,817		46,825		289,695		554,404
Total	$	2,197,674	$	2,138,138	$	3,107,235	$	1,554,947	$	867,316	$	3,045,313	$	1,853,877	$	14,764,500

Table of Contents

The following table presents gross write-offs by origination date as of March 31, 2025 and December 31, 2024.


	March 31, 2025
	Gross Loan Write-Offs by Origination Year
	2025			2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential	$	—		$	—	$	—	$	47	$	5	$	2,248	$	—	$	2,300
Construction/land development	—			—		—		—		—		—		—		—
Agricultural	—			—		—		—		—		—		—		—
Residential real estate loans
Residential 1-4 family	—			—		38		—		—		37		—		75

Total real estate	—			—		38		47		5		2,285		—		2,375
Consumer	—			27		63		30		6		64		40		230
Commercial and industrial	—			—		15		1		—		145		—		161
Agricultural & other	692		*	—		—		—		—		—		—		692
Total	$	692		$	27	$	116	$	78	$	11	$	2,494	$	40	$	3,458

*The 2025 write-off consists entirely of overdrafts.


	December 31, 2024
	Gross Loan Write-Offs by Origination Year
	2024			2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential	$	—		$	—	$	26,059	$	779	$	9,979	$	1,220	$	95	$	38,132
Construction/land development	—			—		666		526		33		—		212		1,437
Agricultural	—			—		—		—		—		—		—		—
Residential real estate loans
Residential 1-4 family	—			57		170		1		58		184		97		567
Multifamily residential	—			—		6,500		—		—		—		—		6,500
Total real estate	—			57		33,395		1,306		10,070		1,404		404		46,636
Consumer	18		**	134		997		246		336		474		9		2,214
Commercial and industrial	—			576		97		691		116		6,005		3,604		11,089
Agricultural & other	3,026		**	71		—		—		—		—		—		3,097
Total	$	3,044		$	838	$	34,489	$	2,243	$	10,522	$	7,883	$	4,017	$	63,036

**The 2024 write-offs primarily consists of overdrafts.

Table of Contents

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following tables present the amortized cost of performing and nonperforming loans as of March 31, 2025 and December 31, 2024.


	March 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing	$	116,031	$	277,146	$	477,442	$	1,253,353	$	762,756	$	1,983,193	$	609,616	$	5,479,537
Non-performing	—		31,908		825		34,470		2,377		39,564		—		109,144
Total non-farm/non-residential	116,031		309,054		478,267		1,287,823		765,133		2,022,757		609,616		5,588,681
Construction/land development
Performing	$	116,017	$	1,119,138	$	456,509	$	554,019	$	113,237	$	115,036	$	259,743	$	2,733,699
Non-performing	—		60		108		228		724		905		36		2,061
Total construction/ land development	116,017		1,119,198		456,617		554,247		113,961		115,941		259,779		2,735,760
Agricultural
Performing	$	13,812	$	53,410	$	42,792	$	54,289	$	36,041	$	92,803	$	41,752	$	334,899
Non-performing	—		—		—		—		—		354		184		538
Total agricultural	13,812		53,410		42,792		54,289		36,041		93,157		41,936		335,437
Total commercial real estate loans	$	245,860	$	1,481,662	$	977,676	$	1,896,359	$	915,135	$	2,231,855	$	911,331	$	8,659,878
Residential real estate loans
Residential 1-4 family
Performing	$	57,864	$	197,574	$	256,092	$	414,677	$	241,331	$	539,699	$	214,653	$	1,921,890
Non-performing	—		847		3,143		5,854		3,109		12,920		109		25,982
Total residential 1-4 family	57,864		198,421		259,235		420,531		244,440		552,619		214,762		1,947,872
Multifamily residential
Performing	$	1,604	$	3,045	$	92,588	$	197,961	$	48,139	$	201,221	$	18,457	$	563,015
Non-performing	—		—		—		12,496		578		—		—		13,074
Total multifamily residential	1,604		3,045		92,588		210,457		48,717		201,221		18,457		576,089
Total real estate	$	305,328	$	1,683,128	$	1,329,499	$	2,527,347	$	1,208,292	$	2,985,695	$	1,144,550	$	11,183,839
Consumer
Performing	$	77,199	$	271,981	$	193,548	$	186,651	$	163,269	$	317,981	$	3,119	$	1,213,748
Non-performing	—		25		5,609		2,097		113		6,147		6		13,997
Total consumer	77,199		272,006		199,157		188,748		163,382		324,128		3,125		1,227,745
Commercial and industrial
Performing	$	66,098	$	196,112	$	577,322	$	249,938	$	105,277	$	354,022	$	420,956	$	1,969,725
Non-performing	—		46,508		2,906		3,691		1,609		3,487		17,110		75,311
Total commercial and industrial	66,098		242,620		580,228		253,629		106,886		357,509		438,066		2,045,036
Agricultural and other
Performing	$	57,101	$	55,582	$	16,016	$	42,455	$	31,055	$	67,409	$	224,925	$	494,543
Non-performing	—		—		3		312		39		552		47		953
Total agricultural and other	57,101		55,582		16,019		42,767		31,094		67,961		224,972		495,496
Total	$	505,726	$	2,253,336	$	2,124,903	$	3,012,491	$	1,509,654	$	3,735,293	$	1,810,713	$	14,952,116

Table of Contents


	December 31, 2024
	Term Loans Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing	$	301,127	$	423,332	$	1,178,297	$	784,102	$	359,710	$	1,712,213	$	542,138	$	5,300,919
Non-performing	32,071		—		33,999		954		4,000		54,837		—		125,861
Total non-farm/non-residential	333,198		423,332		1,212,296		785,056		363,710		1,767,050		542,138		5,426,780
Construction/land development
Performing	$	963,903	$	570,931	$	674,668	$	114,157	$	47,736	$	82,199	$	278,319	$	2,731,913
Non-performing	4		108		1,852		1,323		177		800		37		4,301
Total construction/land development	963,907		571,039		676,520		115,480		47,913		82,999		278,356		2,736,214
Agricultural
Performing	$	53,208	$	43,295	$	58,393	$	37,491	$	31,777	$	69,863	$	42,407	$	336,434
Non-performing	—		—		—		—		—		371		188		559
Total agricultural	53,208		43,295		58,393		37,491		31,777		70,234		42,595		336,993
Total commercial real estate loans	$	1,350,313	$	1,037,666	$	1,947,209	$	938,027	$	443,400	$	1,920,283	$	863,089	$	8,499,987
Residential real estate loans
Residential 1-4 family
Performing	$	235,119	$	252,691	$	416,981	$	247,959	$	146,817	$	415,401	$	214,972	$	1,929,940
Non-performing	—		2,801		5,945		2,988		3,296		11,354		165		26,549
Total residential 1-4 family	235,119		255,492		422,926		250,947		150,113		426,755		215,137		1,956,489
Multifamily residential
Performing	$	4,041	$	11,699	$	194,474	$	48,736	$	109,809	$	94,772	$	19,870	$	483,401
Non-performing	—		—		12,497		586		—		—		—		13,083
Total multifamily residential	4,041		11,699		206,971		49,322		109,809		94,772		19,870		496,484
Total real estate	$	1,589,473	$	1,304,857	$	2,577,106	$	1,238,296	$	703,322	$	2,441,810	$	1,098,096	$	10,952,960
Consumer
Performing	$	280,956	$	215,196	$	214,938	$	175,706	$	88,409	$	241,992	$	2,936	$	1,220,133
Non-performing	75		5,641		2,040		174		311		5,932		55		14,228
Total consumer	281,031		220,837		216,978		175,880		88,720		247,924		2,991		1,234,361
Commercial and industrial
Performing	$	212,469	$	564,063	$	263,604	$	106,405	$	50,453	$	300,351	$	443,008	$	1,940,353
Non-performing	46,973		2,853		3,197		905		4		8,403		20,087		82,422
Total commercial and industrial	259,442		566,916		266,801		107,310		50,457		308,754		463,095		2,022,775
Agricultural and other
Performing	$	67,728	$	45,525	$	46,350	$	33,422	$	24,815	$	45,922	$	289,649	$	553,411
Non-performing	—		3		—		39		2		903		46		993
Total agricultural and other	67,728		45,528		46,350		33,461		24,817		46,825		289,695		554,404
Total	$	2,197,674	$	2,138,138	$	3,107,235	$	1,554,947	$	867,316	$	3,045,313	$	1,853,877	$	14,764,500

The Company had approximately $15.2 million or 44 total revolving loans convert to term loans for the three months ended March 31, 2025 compared to $10.3 million or 61 total revolving loans convert to term loans for the three months ended March 31, 2024. These loans were considered immaterial for vintage disclosure inclusion.

Table of Contents

The following table presents the amortized cost basis of modified loans to borrowers experiencing financial difficulty by class and modification type at March 31, 2025 and December 31, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.


	March 31, 2025
									Combination of Modifications
	Term Extension		Interest Rate Reduction		Principal Reduction		Interest Only		Interest Rate Reduction and Term Extension		Principal Reduction and Interest Rate Reduction		Term Extension and Interest Only		Term Extension and Principal Reduction		Post- Modification Outstanding Balance		Percentage of Total Class of Loans Receivable
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	385	$	31,926	$	—	$	1,175	$	337	$	—	$	15,423	$	—	$	49,246	0.88	%
Construction/land development	—		—		—		47		—		—		—		—		47		—

Residential real estate loans
Residential 1-4 family	1,063		1,194		101		21		1,476		—		—		116		3,971		0.20

Total real estate	1,448		33,120		101		1,243		1,813		—		15,423		116		53,264		0.48
Consumer	6		2,964		1		8		—		1		—		—		2,980		0.24
Commercial and industrial	2,371		63,049		—		441		75		—		—		—		65,936		3.22

Total	$	3,825	$	99,133	$	102	$	1,692	$	1,888	$	1	$	15,423	$	116	$	122,180	0.82	%


	December 31, 2024
									Combination of Modifications
	Term Extension		Interest Rate Reduction		Principal Reduction		Interest Only		Interest Rate Reduction and Term Extension		Principal Reduction and Interest Rate Reduction		Term Extension and Interest Only		Term Extension and Principal Reduction		Post- Modification Outstanding Balance		Percentage of Total Class of Loans Receivable
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	388	$	32,096	$	—	$	1,228	$	339	$	—	$	15,646	$	—	$	49,697	0.92	%
Construction/land development	—		—		—		52		—		—		—		—		52		—

Residential real estate loans
Residential 1-4 family	1,076		1,198		102		22		523		—		—		117		3,038		0.16

Total real estate	1,464		33,294		102		1,302		862		—		15,646		117		52,787		0.48
Consumer	6		—		—		9		—		2		—		—		17		—
Commercial and industrial	2,337		67,017		—		441		76		—		—		—		69,871		3.45

Total	$	3,807	$	100,311	$	102	$	1,752	$	938	$	2	$	15,646	$	117	$	122,675	0.83	%

During the three months ended March 31, 2025, the Company restructured approximately $4.0 million in loans to four borrowers. The ending balance of these loans as of March 31, 2025, was $3.9 million. During the three months ended March 31, 2024, the Company restructured approximately $668,000 in loans to 3 borrowers. The ending balance of these loans as of March 31, 2024, was $656,000. The Company considered the financial effect of these loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2025 and March 31, 2024 as well as the unadvanced balances to these borrowers immaterial for tabular disclosure inclusion.

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The following table presents the amortized cost basis of loans that had a payment default during the three months ended March 31, 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.


	March 31, 2025
	Term Extension		Combination Interest Rate Reduction and Term Extension
	(Dollars in thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential	$	—	$	—


Residential real estate loans
Residential 1-4 family	241		959
Total real estate	241		959
Consumer	6		—
Commercial and industrial	—		1

Total	$	247	$	960

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The Company has modified 16 loans over the past 12 months to borrowers experiencing financial difficulty. The pre-modification balance of the loans was $112.3 million, and the ending balance as of March 31, 2025 was $100.2 million. The $100.2 million balance consists of $1.2 million of non-accrual loans and $99.0 million of current loans, of which all were current as of March 31, 2025. Three of the modified loans pertained to one borrower relationship and accounted for $95.0 million of the total post-modification outstanding balance. These loans were modified during the year ended December 31, 2024. The modification involved three new loans being underwritten resulting in the interest rate decreasing by 12 basis points and one of the loans in the relationship being charged-off. The charged-off amount was $26.1 million, and the charge-off was recorded during 2024. Six of the $122.2 million in restructured loans held by the Company were considered to be collateral dependent as of March 31, 2025. The outstanding balance of these loans was $113.3 million, and the specific reserve was $4.2 million.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses on loans is adjusted by the same amount. The defaults impact the loss rate by applicable loan pool for the quarterly CECL calculation. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

The following is a presentation of total foreclosed assets as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
	(In thousands)
Commercial real estate loans
Non-farm/non-residential	$	23,417	$	28,392
Construction/land development	14,909		13,391
Residential real estate loans
Residential 1-4 family	1,354		1,624

Total foreclosed assets held for sale	$	39,680	$	43,407

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5. Goodwill and Core Deposits and Other Intangibles

Changes in the carrying amount and accumulated amortization of the Company’s goodwill and core deposits and other intangibles at March 31, 2025 and December 31, 2024, were as follows:


	March 31, 2025		December 31, 2024
	(In thousands)
Goodwill
Balance, beginning of period	$	1,398,253	$	1,398,253

Balance, end of period	$	1,398,253	$	1,398,253


	March 31, 2025		December 31, 2024
	(In thousands)
Core Deposit Intangibles
Balance, beginning of period, January 1	$	40,327	$	48,770

Amortization expense	(2,047)		(2,140)
Balance, March 31	$	38,280	46,630
Amortization expense			(6,303)
Balance, end of year			$	40,327

The carrying basis and accumulated amortization of core deposit intangibles at March 31, 2025 and December 31, 2024 were:


	March 31, 2025		December 31, 2024
	(In thousands)
Gross carrying basis	$	128,888	$	128,888
Accumulated amortization	(90,608)		(88,561)
Net carrying amount	$	38,280	$	40,327

Core deposit intangible amortization expense was approximately $2.0 million and $2.1 million for the three months ended March 31, 2025 and 2024, respectively. The Company’s estimated amortization expense of core deposits intangibles for each of the years 2025 through 2029 is approximately: 2025 – $8.0 million; 2026 – $7.8 million; 2027– $6.6 million; 2028 – $4.2 million; 2029 - $4.2 million.

The carrying amount of the Company’s goodwill was $1.40 billion at both March 31, 2025 and December 31, 2024. Goodwill is tested annually for impairment during the fourth quarter or more often if events and circumstances indicate there may be an impairment. During the 2024 review, no impairment was found. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

6. Other Assets

Other assets consist primarily of equity securities without a readily determinable fair value and other miscellaneous assets. As of March 31, 2025 and December 31, 2024, other assets were $376.0 million and $345.3 million, respectively.

The Company has equity securities without readily determinable fair values such as stock holdings in the Federal Home Loan Bank (“FHLB”), the Federal Reserve Bank (“Federal Reserve”) and First National Bankers' Bank ("FNBB") which are outside the scope of ASC Topic 321, Investments – Equity Securities (“ASC Topic 321”). These equity securities without a readily determinable fair value were $132.9 million and $135.2 million at March 31, 2025 and December 31, 2024, and are accounted for at cost.

The Company has equity securities which are accounted for under ASC Topic 321. These equity securities without a readily determinable fair value were $95.7 million and $91.2 million at March 31, 2025 and December 31, 2024, respectively. There were no transactions during the period that would indicate a material change in fair value.

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7. Deposits

The aggregate amount of time deposits with a minimum denomination of $250,000 was $1.03 billion and $917.1 million at March 31, 2025 and December 31, 2024, respectively. The aggregate amount of time deposits with a minimum denomination of $100,000 was $1.30 billion and $1.20 billion at March 31, 2025 and December 31, 2024, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $12.1 million and $11.6 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, brokered deposits were $444.2 million and $448.4 million, respectively.

Deposits totaling approximately $3.16 billion and $3.08 billion at March 31, 2025 and December 31, 2024, respectively, were public funds obtained primarily from state and political subdivisions in the United States.

8. Securities Sold Under Agreements to Repurchase

At March 31, 2025 and December 31, 2024, securities sold under agreements to repurchase totaled $161.4 million and $162.4 million, respectively. For the three-month periods ended March 31, 2025 and 2024, securities sold under agreements to repurchase daily weighted-average totaled $155.9 million and $172.0 million, respectively.

The remaining contractual maturity of securities sold under agreements to repurchase in the consolidated balance sheets as of March 31, 2025 and December 31, 2024 is presented in the following table:


	March 31, 2025				December 31, 2024
	Overnight and Continuous		Total		Overnight and Continuous		Total
	(In thousands)
Securities sold under agreements to repurchase:

Mortgage-backed securities	$	56,625	$	56,625	$	48,056	$	48,056
State and political subdivisions	33,076		33,076		37,831		37,831
Other securities	71,700		71,700		76,463		76,463
Total borrowings	$	161,401	$	161,401	$	162,350	$	162,350

9. FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $600.0 million at both March 31, 2025 and December 31, 2024. At both March 31, 2025 and December 31, 2024, $100.0 million and $500.0 million of the outstanding balances were classified as short-term and long-term advances, respectively. The FHLB advances mature from 2025 to 2037 with fixed interest rates ranging from 3.37% to 4.84%. Expected maturities could differ from contractual maturities because FHLB may have the right to call, or the Company may have the right to prepay certain obligations.

Other borrowed funds were $500,000 as of March 31, 2025 and were classified as short-term advances. The Company had $750,000 in other borrowed funds as of December 31, 2024.

Additionally, the Company had $1.33 billion and $1.22 billion at March 31, 2025 and December 31, 2024, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits.

10. Subordinated Debentures

Subordinated debentures at March 31, 2025 and December 31, 2024 consisted of the following components:


	As of March 31, 2025		As of December 31, 2024
	(In thousands)
Subordinated debt securities
Subordinated notes, net of issuance costs, issued in 2020, due 2030, fixed rate of 5.50% during the first five years and at a floating rate of 534.5 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2025 without penalty	$	140,440	$	140,764
Subordinated notes, net of issuance costs, issued in 2022, due 2032, fixed rate of 3.125% during the first five years and at a floating rate of 182 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2027 without penalty	298,662		298,482
Total	$	439,102	$	439,246

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Subordinated Debt Securities. On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate ("SOFR")), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding, the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

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11. Income Taxes

The following is a summary of the components of the provision for income taxes for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025		2024
	(In thousands)
Current:
Federal	$	21,218	$	23,327
State	4,290		5,390
Total current	25,508		28,717
Deferred:
Federal	5,354		1,273
State	1,083		294
Total deferred	6,437		1,567
Income tax expense	$	31,945	$	30,284

The reconciliation between the statutory federal income tax rate and effective income tax rate is as follows for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
Statutory federal income tax rate	21.00	%	21.00	%
Effect of non-taxable interest income	(1.12)		(0.43)
Stock compensation	0.73		0.35
State income taxes, net of federal benefit	2.29		2.81
Executive officer compensation & other	(1.19)		(0.51)
Effective income tax rate	21.71	%	23.22	%

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The types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:


	March 31, 2025		December 31, 2024
	(In thousands)
Deferred tax assets:
Allowance for credit losses	$	77,614	$	76,221
Deferred compensation	3,593		6,783
Stock compensation	3,579		4,981
Non-accrual interest income	1,964		1,798
Real estate owned	311		674
Unrealized loss on investment securities, available-for-sale	69,594		79,847
Loan discounts	2,944		3,323

Investments	23,605		26,042
Accelerated depreciation on premises and equipment	1,190		664
Other	14,486		14,634
Gross deferred tax assets	198,880		214,967
Deferred tax liabilities:

Tax basis on acquisitions	8,326		7,439

Core deposit intangibles	8,555		8,997
FHLB dividends	1,932		1,919
Other	9,947		9,915
Gross deferred tax liabilities	28,760		28,270
Net deferred tax assets	$	170,120	$	186,697

The Company files income tax returns in the U.S. federal jurisdiction. The Company's income tax returns are open and subject to examinations from the 2021 tax year and forward. The Company's various state income tax returns are generally open from the 2021 and later tax return years based on individual state statute of limitations.

12. Common Stock, Compensation Plans and Other

Common Stock

As of March 31, 2025, the Company’s Restated Articles of Incorporation, as amended, authorized the issuance of up to 300,000,000 shares of common stock, par value $0.01 per share. However, on April 17, 2025 at the Annual Meeting of Shareholders of the Company, the shareholders approved an amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 400,000,000.

The Company also has the authority to issue up to 5,500,000 shares of preferred stock, par value $0.01 per share under the Company’s Restated Articles of Incorporation, as amended.

Stock Repurchases

On January 17, 2025, the Board of Directors (the “Board”) of the Company authorized an increase in the shares of the Company’s common stock available for repurchase under its stock repurchase program, which was originally approved by the Board in January 2008 and most recently amended in January 2021, to renew the authorization to 20,000,000 shares. As of January 17, 2025, a total of approximately 13,244,493 shares remained available for repurchase under the existing repurchase authorization, resulting in an increase of 6,755,507 shares of common stock available for repurchase.

During the three months ended March 31, 2025, the Company repurchased a total of 1,000,000 shares with a weighted-average stock price of $29.67 per share. Shares repurchased under the program as of March 31, 2025 since its inception total 27,507,507 shares. The remaining balance available for repurchase is 19,000,000 shares at March 31, 2025.

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Stock Compensation Plans

The Company has a stock option and performance incentive plan known as the Home BancShares, Inc. 2022 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve the Company’s business results. As of March 31, 2025, the maximum total number of shares of the Company’s common stock available for issuance under the Plan was 14,788,000 shares. At March 31, 2025, the Company had 1,807,181 shares of common stock available for future grants and 3,207,204 shares of common stock reserved for issuance pursuant to the Plan.

The intrinsic value of the stock options outstanding was $7.6 million, which includes the intrinsic value of vested stock options of $6.2 million at March 31, 2025. The intrinsic value of stock options exercised during the three months ended March 31, 2025 was approximately $1.6 million. Total unrecognized compensation cost related to non-vested stock option awards, which are expected to be recognized over the vesting periods, was approximately $1.1 million as of March 31, 2025.

The table below summarizes the stock option transactions under the Plan at March 31, 2025 and December 31, 2024 and changes during the three-month period and year then ended:


	For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2024
	Shares (000)	Weighted- Average Exercisable Price		Shares (000)	Weighted- Average Exercisable Price
Outstanding, beginning of year	1,590	$	22.66	2,776	$	20.95
Granted	—	—		10	29.41
Forfeited/Expired	(7)	21.78		(35)	21.87
Exercised	(183)	21.36		(1,161)	18.65
Outstanding, end of period	1,400	22.84		1,590	22.66
Exercisable, end of period	1,110	22.72		1,044	22.34

Stock-based compensation expense for stock-based compensation awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company's employee stock options. There were no options granted during the three months ended March 31, 2025. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate, and expected life of options granted.

The assumptions used in determining the fair value of the 2025 and 2024 stock option grants were as follows:


	For the Three Months Ended March 31, 2025	For the Year Ended December 31, 2024
Expected dividend yield	Not applicable	2.65	%
Expected stock price volatility	Not applicable	28.47	%
Risk-free interest rate	Not applicable	4.25	%
Expected life of options	Not applicable	6.5 years

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The following is a summary of currently outstanding and exercisable options at March 31, 2025:


Options Outstanding					Options Exercisable
Exercise Prices	Options Outstanding Shares (000)	Weighted- Average Remaining Contractual Life (in years)	Weighted- Average Exercise Price		Options Exercisable Shares (000)	Weighted- Average Exercise Price
$16.00 to $17.99	4	0.04	$	17.12	4	$	17.12
$18.00 to $19.99	72	1.51	$	18.64	72	$	18.64
$20.00 to $21.99	151	3.59	20.85		127	20.91
$22.00 to $23.99	1,106	3.42	23.21		862	23.20
$24.00 to $25.99	57	3.56	25.43		45	25.74

$28.00 to $29.99	10	9.61	29.41		—	—
	1,400				1,110

The table below summarized the activity for the Company’s restricted stock issued and outstanding at March 31, 2025 and December 31, 2024 and changes during the period and year then ended:


	As of March 31, 2025		As of December 31, 2024
	(In thousands)
Beginning of year	1,429		1,429
Issued	263		531
Vested	(425)		(469)
Forfeited	(11)		(62)
End of period	1,256		1,429
Amount of expense for the three months and twelve months ended, respectively	$	2,565	$	8,228

Total unrecognized compensation cost related to non-vested restricted stock awards, which are expected to be recognized over the vesting periods, was approximately $19.8 million as of March 31, 2025.

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13. Non-Interest Expense

The table below shows the components of non-interest expense for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
	(In thousands)
Salaries and employee benefits	$	61,855	$	60,910
Occupancy and equipment	14,425		14,551
Data processing expense	8,558		9,147

Other operating expenses:
Advertising	1,928		1,654
Amortization of intangibles	2,047		2,140
Electronic banking expense	3,055		3,156
Directors’ fees	452		498
Due from bank service charges	281		276
FDIC and state assessment	3,387		3,318
Insurance	999		903
Legal and accounting	3,641		2,081
Other professional fees	1,947		2,236
Operating supplies	711		683
Postage	503		523
Telephone	436		470
Other expense	8,703		8,950
Total other operating expenses	28,090		26,888
Total non-interest expense	$	112,928	$	111,496

14. Leases

The Company leases land and office facilities under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2039 and do not include renewal options based on economic factors that would have implied that continuation of the lease was reasonably certain. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. The leases generally include real estate taxes and common area maintenance charges in the rental payments. Short-term leases are leases having a term of twelve months or less. The Company does not separate nonlease components from the associated lease component of our operating leases. As a result, the Company accounts for these components as a single component since (i) the timing and pattern of transfer of the nonlease components and the associated lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. The Company recognizes short term leases on a straight-line basis and does not record a related right-of-use ("ROU") asset and liability for such leases. In addition, equipment leases were determined to be immaterial and a related ROU asset and liability for such leases is not recorded.

As of March 31, 2025, the balances of the ROU asset and lease liability were $43.7 million and $46.5 million, respectively. As of December 31, 2024, the balances of the ROU asset and lease liability were $42.3 million and $45.2 million, respectively. The ROU asset is included in bank premises and equipment, net, and the lease liability is included in accrued interest payable and other liabilities.

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The minimum rental commitments under these noncancelable operating leases are as follows (in thousands) as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
2025	$	8,018	$	10,262
2026	10,266		9,663
2027	8,921		8,341
2028	7,053		6,464
2029	6,279		5,675
Thereafter	17,752		16,346
Total future minimum lease payments	$	58,289	$	56,751
Discount effect of cash flows	(11,802)		(11,560)
Present value of net future minimum lease payments	$	46,487	$	45,191

Additional information (dollar amounts in thousands):


	Three Months Ended
Lease expense:	March 31, 2025			March 31, 2024
Operating lease expense	$	2,307		$	2,598

Variable lease expense	270			296
Total lease expense	$	2,577		$	2,894
Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	2,001		$	2,710
Weighted-average remaining lease term (in years)	7.30			7.88
Weighted-average discount rate	3.62		%	3.42		%

The Company currently leases two properties from two related parties. Total rent expense from the leases was $20,000, or 0.77% of total lease expense for the three months ended March 31, 2025.

15. Significant Estimates and Concentrations of Credit Risks

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for credit losses and certain concentrations of credit risk are reflected in Note 4, while deposit concentrations are reflected in Note 7.

The Company’s primary market areas are in Arkansas, Florida, Texas, South Alabama and New York. The Company primarily grants loans to customers located within these markets unless the borrower has an established relationship with the Company.

The diversity of the Company’s economic base tends to provide a stable lending environment. Although the Company has a loan portfolio that is diversified in both industry and geographic area, a substantial portion of its debtors’ ability to honor their contracts is dependent upon real estate values, tourism demand and the economic conditions prevailing in its market areas.

Although the Company has a diversified loan portfolio, at March 31, 2025 and December 31, 2024, commercial real estate loans represented 57.9% and 57.6% of total loans receivable, respectively, and 214.2% and 214.6% of total stockholders’ equity, respectively. Residential real estate loans represented 16.9% and 16.6% of total loans receivable and 62.4% and 61.9% of total stockholders’ equity at March 31, 2025 and December 31, 2024, respectively.

Approximately 79.8% of the Company’s total loans and 83.9% of the Company’s real estate loans as of March 31, 2025, are to borrowers whose collateral is located in Alabama, Arkansas, Florida, Texas and New York, the states in which the Company has its branch locations.

Any future volatility in the economy could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for credit losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

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16. Commitments and Contingencies

In the ordinary course of business, the Company makes various commitments and incurs certain contingent liabilities to fulfill the financing needs of its customers. These commitments and contingent liabilities include lines of credit and commitments to extend credit and issue standby letters of credit. The Company applies the same credit policies and standards as they do in the lending process when making these commitments. The collateral obtained is based on the assessed creditworthiness of the borrower.

At March 31, 2025 and December 31, 2024, commitments to extend credit of $4.04 billion and $4.47 billion, respectively, were outstanding. A percentage of these balances are participated out to other banks; therefore, the Company can call on the participating banks to fund future draws. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Outstanding standby letters of credit are contingent commitments issued by the Company, generally to guarantee the performance of a customer in third-party borrowing arrangements. The term of the guarantee is dependent upon the creditworthiness of the borrower, some of which are long-term. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments. The maximum amount of future payments the Company could be required to make under these guarantees at March 31, 2025 and December 31, 2024, was $154.7 million and $153.9 million, respectively.

The Company and/or its bank subsidiary have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position or results of operations or cash flows of the Company and its subsidiary.

17. Regulatory Matters

The Bank is subject to a legal limitation on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. Arkansas bank regulators have specified that the maximum dividend limit state banks may pay to the parent company without prior approval is 75% of the current year earnings plus 75% of the retained net earnings of the preceding year. Since the Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by the Bank exceeds the Bank’s net profits to date for that year combined with its retained net profits for the preceding two years. During the three months ended March 31, 2025, the Company requested approximately $76.4 million in regular dividends from its banking subsidiary.

The Company’s banking subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s regulators could require adjustments to regulatory capital not reflected in the consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, Tier 1 common equity Tier 1 ("CET1") and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of March 31, 2025, the Company meets all capital adequacy requirements to which it is subject.

On December 31, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below as of December 31, 2024. The risk-based capital ratios presented below as of March 31, 2025 do not include a transitional period adjustment as the transition period has ended.

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Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III amended the prompt corrective action rules to incorporate a CET1 requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage capital ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

The Federal Reserve Board’s risk-based capital guidelines include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. Under Basel III, the criteria for a well-capitalized institution are: a 6.5% CET1 risk-based capital ratio, a 5% Tier 1 leverage capital ratio, an 8% Tier 1 risk-based capital ratio, and a 10% total risk-based capital ratio. As of March 31, 2025, the Bank met the capital standards for a well-capitalized institution. The Company’s CET1 risk-based capital ratio, Tier 1 leverage capital ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio were 15.43%, 13.25%, 15.43%, and 19.07%, respectively, as of March 31, 2025.

18. Additional Cash Flow Information

The following is a summary of the Company’s additional cash flow information during the three-month period ended:


	March 31,
	2025		2024
	(In thousands)
Interest paid	$	102,313	$	109,589
Income taxes paid	2,854		2,429
Assets acquired by foreclosure	1,419		435

19. Financial Instruments

Fair value is the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair values:


Level 1			Quoted prices in active markets for identical assets or liabilities

Level 2			Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Transfers of financial instruments between levels within the fair value hierarchy are recognized on the date management determines that the underlying circumstances or assumptions have changed.

Available-for-sale securities – Available-for-sale securities are the only material instruments valued on a recurring basis which are held by the Company at fair value. The Company's available-for-sale securities are primarily considered to be Level 2 securities. The Level 2 securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. There were no material transfers between hierarchy levels during the period ended March 31, 2025 and December 31, 2024.

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities with complicated structures. Pricing for the Company’s investment securities is fairly generic and is easily obtained. The Company uses a third-party comparison pricing vendor in order to reflect consistency in the fair values of the investment securities sampled by the Company each quarter.

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The following table presents the Company's financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3
	(in thousands)
U.S. government-sponsored enterprises	$	273,656	$	—	$	273,656	$	—
U.S. government-sponsored mortgage-backed securities	1,298,558		—		1,298,558		—
Private mortgage-backed securities	171,337		—		171,337		—
Non-government-sponsored asset backed securities	200,431		—		200,431		—
State and political subdivisions	860,054		—		843,390		16,664
Other securities	199,284		—		194,416		4,868
Total	$	3,003,320	$	—	$	2,981,788	$	21,532


	December 31, 2024
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3
	(in thousands)
U.S. government-sponsored enterprises	$	284,790	$	—	$	284,790	$	—
U.S. government-sponsored mortgage-backed securities	1,324,684		—		1,324,684		—
Private mortgage-backed securities	171,394		—		171,394		—
Non-government-sponsored asset backed securities	225,648		—		225,648		—
State and political subdivisions	870,361		—		853,699		16,662
Other securities	195,762		—		190,895		4,867
Total	$	3,072,639	$	—	$	3,051,110	$	21,529

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Assets and liabilities measured at fair value on a nonrecurring basis include the following:

Individually Evaluated Loans – Individually evaluated loans are the only material financial assets valued on a non-recurring basis which are held by the Company at fair value. When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent upon the liquidation of the underlying collateral, the loan relationship is considered to be collateral dependent. Fair value of the loan is determined by establishing an allowance for credit loss for any exposure based on the valuation of the underlying collateral. The valuation of the collateral is determined by either an independent third-party appraisal or other collateral analysis. Discounts can be made by the Company based upon the overall evaluation of the independent appraisal. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition. Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations. The Company reversed $857,000 and $314,000 of accrued interest receivable when impaired loans were put on non-accrual status during the three months ended March 31, 2025 and 2024, respectively.

Foreclosed assets held for sale – Foreclosed assets held for sale are the only material non-financial assets valued on a non-recurring basis which are held by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for credit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. Regulatory guidelines require the Company to reevaluate the fair value of foreclosed assets held for sale on at least an annual basis. The Company’s policy is to comply with the regulatory guidelines.

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The following table presents the Company's assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of March 31, 2025 and December 31, 2024:


			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3
March 31, 2025	(in thousands)
Individually evaluated loans (collateral-dependent)(1)(2)	$	187,720	$	—	$	—	$	187,720
Foreclosed assets and other real estate owned(1)(3)	37,324		—		—		37,324

December 31, 2024
Individually evaluated loans (collateral-dependent)(1)(2)	$	209,799	$	—	$	—	$	209,799
Foreclosed assets and other real estate owned(1)(3)	17,882		—		—		17,882

(1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.

(2) Specific reserves of $19.9 million and $23.8 million were related to collateral-dependent loans for which fair value re-measurements took place during the three months ended March 31, 2025 and December 31, 2024, respectively.

(3) Remeasurements of foreclosed assets held for sale resulted in a $1.3 million increase in fair value for the three months ended March 31, 2025 and a $2.5 million reduction in fair value for the year ended December 31, 2024.

The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans and foreclosed assets primarily relate to customized discounting criteria applied to the customer’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the underlying collateral. As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the reported periods, collateral discounts ranged from approximately 10% to 50%.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments not previously disclosed:

Cash and cash equivalents and federal funds sold – For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities - held-to-maturity securities – These securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Loans receivable, net of impaired loans and allowance – For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are assumed to approximate the carrying amounts. The fair values for fixed-rate loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. Fair values for acquired loans are based on a discounted cash flow methodology that considers factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan is amortizing. Loans are grouped together according to similar characteristics and are treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.

Accrued interest receivable and payable – The carrying amounts of accrued interest approximates fair value.

FHLB, FRB & FNBB stock; other equity investments; marketable equity securities – The carrying amount of these investments approximate fair value.

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Deposits and securities sold under agreements to repurchase – The fair values of demand deposits, savings deposits and securities sold under agreements to repurchase are, by definition, equal to the amount payable on demand and, therefore, approximate their carrying amounts. The fair values for time deposits are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered on time deposits with similar contractual maturities.

FHLB and other borrowed funds – For short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value of long-term debt is estimated based on the current rates available to the Company for debt with similar terms and remaining maturities.

Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities.

Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of these commitments is not material and are therefore, omitted from this disclosure.

The following table presents the estimated fair values of the Company’s financial instruments. Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.


	March 31, 2025
			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	1,295,730	$	1,295,730	$	—	$	—	$	1,295,730
Federal funds sold	6,275		6,275				—		6,275
Investment securities - held-to-maturity	1,269,896		—		1,153,262		—		1,153,262
Loans receivable, net of impaired loans and allowance	14,451,006		—		—		14,487,545		14,487,545
Accrued interest receivable	115,983		115,983		—		—		115,983
FHLB, Federal Reserve & FNBB stock; other equity investments	228,621		—		—		228,621		228,621
Marketable equity securities	49,395		49,395		—		—		49,395
Financial liabilities:
Deposits:
Demand and non-interest bearing	$	4,079,289	$	4,079,289	$	—	$	—	$	4,079,289
Savings and interest-bearing transaction accounts	11,586,106		11,586,106		—		—		11,586,106
Time deposits	1,876,096		—		—		1,861,185		1,861,185
Securities sold under agreements to repurchase	161,401		161,401		—		—		161,401
FHLB and other borrowed funds	600,500		—		565,740		—		565,740
Accrued interest payable	15,759		15,759		—		—		15,759
Subordinated debentures	439,102		—		—		412,969		412,969

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	December 31, 2024
			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	910,347	$	910,347	$	—	$	—	$	910,347
Federal funds sold	3,725		3,725		—		—		3,725
Investment securities - held-to-maturity	1,275,204		—		1,142,940		—		1,142,940
Loans receivable, net of impaired loans and allowance	12,244,458		—		—		14,207,935		14,207,935
Accrued interest receivable	120,129		120,129		—		—		120,129
FHLB, Federal Reserve & FNBB stock; other equity investments	226,910		—		—		226,910		226,910
Marketable equity securities	48,954		48,954		—		—		48,954
Financial liabilities:
Deposits:
Demand and non-interest bearing	$	4,006,115	$	4,006,115	$	—	$	—	$	4,006,115
Savings and interest-bearing transaction accounts	11,347,850		11,347,850		—		—		11,347,850
Time deposits	1,792,332		—		—		1,781,156		1,781,156
Securities sold under agreements to repurchase	162,350		162,350		—		—		162,350
FHLB and other borrowed funds	600,750		—		556,095		—		556,095
Accrued interest payable	20,186		20,186		—		—		20,186
Subordinated debentures	439,246		—		—		375,887		375,887

20. Segment Information

The Company has one reportable segment: The Banking Segment. The Company's reportable segment is determined by the Chairman and Chief Executive Officer, who is the designated chief operating decision maker ("CODM"), based upon information provided about the Company's products and services offered, primarily banking operations. The segment is also defined by the level of detailed information provided to the CODM, who uses such information to review performance of various components of the business such as geographical regions and branches, which are then aggregated since these have similar operating and economic characteristics. Each of the branches and regions of the Bank provide a group of similar banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts.

The CODM will evaluate the financial performance of the Company's business components such as evaluating revenue streams, significant expenses and budget to actual results in order to assess the Company's segment and to determine the allocation of resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income in order to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses and payroll provide the significant expenses in the banking operation. All operations are domestic.

Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. The table below presents the information reported internally for performance assessment by the CODM as of the three months ended March 31, 2025 and 2024.

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	Three Months Ended March 31,
Banking Segment	2025		2024
	(In thousands)
Interest Income	$	312,542	$	316,915

Reconciliation of revenue:
Other Revenues*	45,426		41,799
Total consolidated revenues	$	357,968	$	358,714

Less:
Interest Expense	97,886		112,325
Segment net interest income and noninterest income	$	260,082	$	246,389

Less:
Provision for credit losses	—		4,500
Salaries and employee benefits	61,855		60,910
Occupancy and equipment**	14,425		14,551
Data Processing expense	8,558		9,147
Merger and acquisition expense	—		—
Other expense	8,703		8,950
FDIC and state assessment	3,387		3,318
Electronic banking expense	3,055		3,156
Other segment items***	12,945		11,464
Income tax expense	31,945		30,284
Segment net income/consolidated net income	115,209		100,109

Reconciliation of profit or loss:
Adjustments and reconciling items	—		—
Consolidated net income	$	115,209	$	100,109

*Includes earnings in equity method investments of $5.2 million and $1.2 million for the three months ended March 31, 2025 and 2024, respectively.

** Includes depreciation and amortization expense of $5.3 million and $5.4 million for the three ended March 31, 2025 and 2024, respectively.

***Other segment items include expenses for advertising, amortization of intangibles, directors' fees, due from bank service charges, hurricane damage, insurance expense, legal and accounting fees, other professional fees, operating supplies, postage and telephone.

21. Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments apply to all public entities that are required to report segment information in accordance with FASB ASC Topic 280, Segment Reporting. The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. Public entities are required to disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, public entities must provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods. The amendments clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported

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measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The Amendments require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Finally, the amendments require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures in ASC Topic 280. The ASU 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. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted the guidance effective December 31, 2024, and its adoption did not have a significant impact on our financial position or financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendments require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will implement the guidance beginning with the Company's 2025 Annual Report on Form 10-K. The Company does not expect the adoption of the guidance to have a significant impact on our financial position or financial statements.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU requires footnote disclosure about specific expenses by requiring companies to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization and (v) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities. The tabular disclosure would also include certain other expenses, when applicable. The ASU does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impacts related to the adoption of the ASU.

In January 2025, the FASB issued ASU No. 2025-01, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date." The ASU revises the effective date to clarify that all public business entities are required to adopt the guidance in the annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU's scope are permitted to early adopt the ASU. The Company is currently evaluating the potential impacts related to the adoption of the ASU.

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Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Home BancShares, Inc.

Results of Review of Interim Consolidated Financial Statements

We have reviewed the condensed consolidated balance sheet of Home BancShares Inc. (“the Company”) and subsidiaries as of March 31, 2025, and the related condensed consolidated statements of income, comprehensive income, stockholders’ equity for the three-month periods ended March 31, 2025 and 2024, and cash flows for the three-month periods ended March 31, 2025 and 2024, and the related notes (collectively referred to as the “interim financial information or statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company and subsidiaries as of December 31, 2024, and the related consolidated statements of income, comprehensive income (loss) , stockholders’ equity, and cash flows for the year then ended (not presented herein), and in our report dated February 27, 2025 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Forvis Mazars, LLP

Little Rock, Arkansas

May 5, 2025

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Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Form 10-K, filed with the Securities and Exchange Commission on February 27, 2025, which includes the audited financial statements for the year ended December 31, 2024. Unless the context requires otherwise, the terms “Company,” “us,” “we,” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly-owned bank subsidiary, Centennial Bank (sometimes referred to as “Centennial” or the “Bank”). As of March 31, 2025, we had, on a consolidated basis, total assets of $22.99 billion, loans receivable, net of allowance for credit losses of $14.67 billion, total deposits of $17.54 billion, and stockholders’ equity of $4.04 billion.

We generate the majority of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and Federal Home Loan Bank (“FHLB”) and other borrowed funds are our primary sources of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our return on average common equity, return on average assets and net interest margin. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a non-GAAP measure and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding adjustments such as merger and acquisition expenses and/or certain gains, losses and other non-interest income and expenses.

Table 1: Key Financial Measures


	As of or for the Three Months Ended March 31,
	2025		2024
	(Dollars in thousands, except per share data)
Total assets	$	22,992,203	$	22,835,721
Loans receivable	14,952,116		14,513,673
Allowance for credit losses	(279,944)		(290,294)
Total deposits	17,541,491		16,866,130
Total stockholders’ equity	4,042,555		3,811,401
Net income	115,209		100,109
Basic earnings per share	0.58		0.50
Diluted earnings per share	0.58		0.50
Book value per share	20.40		18.98
Tangible book value per share (non-GAAP)(1)	13.15		11.79
Annualized net interest margin - FTE	4.44%		4.13%
Efficiency ratio	42.22		44.22
Efficiency ratio, as adjusted (non-GAAP)(2)	42.84		44.43
Return on average assets	2.07		1.78
Return on average common equity	11.75		10.64

(1)See Table 25 for the non-GAAP tabular reconciliation.

(2)See Table 29 for the non-GAAP tabular reconciliation.

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Overview

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Our net income increased $15.1 million, or 15.1%, to $115.2 million for the three-month period ended March 31, 2025, from $100.1 million for the same period in 2024. On a diluted earnings per share basis, our earnings were $0.58 per share for the three-month period ended March 31, 2025 compared to $0.50 per share for the three-month period ended March 31, 2024. During the three months ended March 31, 2025, the Company did not record a provision for credit losses on loans primarily due to the $4.1 million in net recoveries experienced during the quarter. After considering the recoveries, management determined the level of the allowance for credit losses on loans was adequate. In addition, management determined that a provision was not necessary for the unfunded commitments as the current level of the reserve was considered adequate. During the three months ended March 31, 2025, the Company recorded $3.9 million in special income from equity investments and a $442,000 increase in the fair value of marketable securities.

Total interest expense decreased $14.4 million, or 12.9%, and non-interest income increased $3.6 million, or 8.7%. This was partially offset by a $4.4 million, or 1.4%, decrease in total interest income and a $1.4 million, or 1.3%, increase in non-interest expense. The decrease in interest expense was primarily due to an $8.4 million, or 58.7%, decrease in interest on FHLB and other borrowed funds and a $5.8 million, or 6.2%, decrease in interest on deposits. The increase in non-interest income was primarily due to a $4.1 million, or 55.0%, increase in other income. Included within other income was the $3.9 million in special income from equity investments. The decrease in interest income resulted from a $5.9 million, or 14.5%, decrease in investment interest income and a $3.9 million, or 37.1%, decrease in interest income on deposits at other banks, which was partially offset by a $5.5 million, or 2.1%, increase in loan interest income. The increase in non-interest expense was primarily due to an increase of $1.2 million, or 4.5%, in other operating expenses and a $945,000, or 1.6%, increase in salaries and employee benefits expense, partially offset by a $589,000, or 6.4%, decrease in data processing expense.

Our net interest margin increased from 4.13% for the three-month period ended March 31, 2024 to 4.44% for the three-month period ended March 31, 2025. The yield on interest earning assets was 6.45% and 6.38% for the three months ended March 31, 2025 and 2024, respectively, and average interest earning assets decreased from $20.03 billion to $19.83 billion. The decrease in average interest earning assets is primarily due to a $189.5 million decrease in average interest-bearing balances due from banks and a $416.3 million decrease in average investment securities, partially offset by a $406.4 million increase in average loans receivable. During the first quarter of 2024, the Company held excess liquidity of approximately $500.0 million, primarily related to the Bank Term Funding Program ("BTFP") advance, which was dilutive to the net interest margin by approximately 10 basis points. The Company paid off the advance in November 2024. For the three months ended March 31, 2025 and 2024, we recognized $1.4 million and $2.8 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by three basis points. We recognized $1.3 million in event income for the three-months ended March 31, 2025 compared to $1.1 million for the three-months ended March 31, 2024. The overall increase in the net interest margin was due to a decrease in interest expense resulting from a decrease in interest rates paid on interest-bearing liabilities and a decrease in the average balance of interest-bearing liabilities.

Our efficiency ratio was 42.22% for the three months ended March 31, 2025, compared to 44.22% for the same period in 2024. For the first quarter of 2025, our efficiency ratio, as adjusted (non-GAAP), was 42.84%, compared to 44.43% reported for the first quarter of 2024. (See Table 29 for the non-GAAP tabular reconciliation).

Our annualized return on average assets was 2.07% for the three months ended March 31, 2025, compared to 1.78% for the same period in 2024. (See Table 26 for the related non-GAAP financial measures and tabular reconciliation). Our annualized return on average common equity was 11.75% and 10.64% for the three months ended March 31, 2025, and 2024, respectively. (See Table 27 for the related non-GAAP financial measures and tabular reconciliation).

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Financial Condition as of and for the Period Ended March 31, 2025 and December 31, 2024

Our total assets as of March 31, 2025 increased $501.5 million to $22.99 billion from $22.49 billion reported as of December 31, 2024. Cash and cash equivalents increased $385.4 million for the three months ended March 31, 2025. Our loan portfolio balance increased to $14.95 billion as of March 31, 2025 from $14.76 billion at December 31, 2024. The increase in loans was primarily due to $291.5 million of organic loan growth in our community banking footprint partially offset by a $103.9 million of organic loan decline from our Centennial Commercial Finance Group ("Centennial CFG") franchise. These increases were partially offset by a $74.6 million decrease in investment securities resulting from paydowns and maturities during the first three months of 2025. Total deposits increased $395.2 million to $17.54 billion as of March 31, 2025 from $17.15 billion as of December 31, 2024. Stockholders’ equity increased $81.5 million to $4.04 billion as of March 31, 2025, compared to $3.96 billion as of December 31, 2024. The $81.5 million increase in stockholders’ equity is primarily associated with the $115.2 million in net income and $31.6 million in other comprehensive income for the three months ended March 31, 2025, which was partially offset by the $38.8 million of shareholder dividends paid and stock repurchases of $29.7 million.

Our non-performing loans were $89.6 million, or 0.60% of total loans as of March 31, 2025, compared to $98.9 million, or 0.67% of total loans, as of December 31, 2024. The allowance for credit losses as a percentage of non-performing loans increased to 312.27% as of March 31, 2025, from 278.99% as of December 31, 2024. As of March 31, 2025, our non-performing assets decreased to $129.4 million, or 0.56% of total assets, from $142.4 million, or 0.63% of total assets, as of December 31, 2024.

Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326" or "CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

Investments – Available-for-sale. Securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

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Investments – Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses. Except for loans acquired during our acquisitions, substantially all of our loans receivable are reported at their outstanding principal balance adjusted for any charge-offs, as it is management’s intent to hold them for the foreseeable future or until maturity or payoff, except for mortgage loans held for sale. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price index and rental vacancy rate index.

The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family residential construction loans

•Other construction loans and all land development and other land loans

•Secured by farmland (including farm residential and other improvements)

•Revolving, open-end loans secured by 1-4 family residential properties and extended under lines

•Secured by first liens

•Secured by junior liens

•Secured by multifamily (5 or more) residential properties

•Loans secured by owner-occupied, nonfarm nonresidential properties

•Loans secured by other nonfarm nonresidential properties

•Loans to finance agricultural production and other loans to farmers

•Commercial and industrial loans

•Other revolving credit plans

•Automobile loans

•Other consumer loans

•Other consumer loans - Shore Premier Finance

•Obligations (other than securities and leases) of states and political subdivisions in the US

• Loans to nondepository financial institutions

•Loans for purchasing or carrying securities

•All other loans

•Leases

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The allowance for credit losses for each segment is measured through the use of the discounted cash flow method ("DCF"). Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Purchase credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit loss.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for or reversal of credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal property acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal property are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal property are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

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Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 months to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas.

As of March 31, 2025, we had 217 branch locations. There were 75 branches in Arkansas, 78 branches in Florida, 58 branches in Texas, five branches in Alabama and one branch in New York City.

Results of Operations

For the three ended March 31, 2025 and 2024

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Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments, rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (24.433% and 24.989% for 2025 and 2024, respectively).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the target rate was reduced to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%. As of March 31, 2025, the Federal Reserve has not changed the rates during 2025.

Our net interest margin increased from 4.13% for the three-month period ended March 31, 2024 to 4.44% for the three-month period ended March 31, 2025. The yield on interest earning assets was 6.45% and 6.38% for the three months ended March 31, 2025 and 2024, respectively, and average interest earning assets decreased from $20.03 billion to $19.83 billion. The decrease in average interest earning assets is primarily due to a $189.5 million decrease in average interest-bearing balances due from banks and a $416.3 million decrease in average investment securities, partially offset by a $406.4 million increase in average loans receivable. During the first quarter of 2024, the Company held excess liquidity of approximately $500.0 million, primarily related to the BTFP advance, which was dilutive to the net interest margin by approximately 10 basis points. The Company paid off the advance in November 2024. For the three months ended March 31, 2025 and 2024, we recognized $1.4 million and $2.8 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by three basis points. We recognized $1.3 million in event income for the three-months ended March 31, 2025 compared to $1.1 million for the three-months ended March 31, 2024. The overall increase in the net interest margin was due to a decrease in interest expense resulting from a decrease in interest rates paid on interest-bearing liabilities and a decrease in the average balance of interest-bearing liabilities.

Net interest income on a fully taxable equivalent basis increased $11.7 million, or 5.7%, to $217.2 million for the three-month period ended March 31, 2025, from $205.5 million for the same period in 2024. This increase in net interest income for the three-month period ended March 31, 2025 was the result of a $14.4 million decrease in interest expense, which was partially offset by a $2.7 million decrease in interest income, on a fully taxable equivalent basis. The $14.4 million decrease in interest expense is primarily the result of the lower interest rate environment. The lower rates on interest bearing liabilities resulted in a decrease in interest expense of approximately $10.9 million, in addition to a decrease in average interest bearing liabilities which decreased interest expense by approximately $3.6 million. The $2.7 million decrease in interest income was also primarily the result of the lower interest rate environment. The lower yield on earning assets resulted in a decrease in interest income of approximately $4.3 million, which was partially offset by an increase of $1.6 million in interest income due to the change in average interest earning asset balances.

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Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the three months ended March 31, 2025 and 2024, as well as changes in the fully taxable equivalent net interest margin for the three months ended March 31, 2025 compared to the same period in 2024.

Table 2: Analysis of Net Interest Income


	Three Months Ended March 31,
	2025			2024
	(Dollars in thousands)
Interest income	$	312,542		$	316,915
Fully taxable equivalent adjustment	2,534			892
Interest income – fully taxable equivalent	315,076			317,807
Interest expense	97,886			112,325
Net interest income – fully taxable equivalent	$	217,190		$	205,482
Yield on earning assets – fully taxable equivalent	6.45		%	6.38		%
Cost of interest-bearing liabilities	2.76			3.09
Net interest spread – fully taxable equivalent	3.69			3.29
Net interest margin – fully taxable equivalent	4.44			4.13

Table 3: Changes in Fully Taxable Equivalent Net Interest Margin


	Three Months Ended March 31,
	2025 vs. 2024
	(In thousands)
Increase in interest income due to change in earning assets	$	1,579
Decrease in interest income due to change in earning asset yields	(4,310)
Decrease in interest expense due to change in interest-bearing liabilities	3,579
Decrease in interest expense due to change in interest rates paid on interest-bearing liabilities	10,860
Increase in net interest income	$	11,708

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Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the three months ended March 31, 2025 and 2024, respectively. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis


	Three Months Ended March 31,
	2025						2024
	Average Balance		Income / Expense		Yield / Rate		Average Balance		Income / Expense		Yield / Rate
	(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks	$	611,962	$	6,620	4.39	%	$	801,456	$	10,528	5.28	%
Federal funds sold	5,091		55		4.38		5,012		61		4.90
Investment securities – taxable	3,179,290		27,433		3.50		3,473,511		33,229		3.85
Investment securities – non-taxable	1,135,783		10,061		3.59		1,257,861		8,642		2.76
Loans receivable	14,893,912		270,907		7.38		14,487,494		265,347		7.37
Total interest-earning assets	19,826,038		315,076		6.45	%	20,025,334		317,807		6.38	%
Non-earning assets	2,722,797						2,657,925
Total assets	$	22,548,835					$	22,683,259
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts	$	11,402,688	$	69,672	2.48	%	$	11,038,910	75,597		2.75	%
Time deposits	1,801,503		17,114		3.85		1,685,193		16,951		4.05
Total interest-bearing deposits	13,204,191		86,786		2.67		12,724,103		92,548		2.93

Securities sold under agreement to repurchase	155,861		1,074		2.79		172,024		1,404		3.28
FHLB and other borrowed funds	600,681		5,902		3.98		1,301,091		14,276		4.41
Subordinated debentures	439,173		4,124		3.81		439,760		4,097		3.75
Total interest-bearing liabilities	14,399,906		97,886		2.76	%	14,636,978		112,325		3.09	%
Non-interest-bearing liabilities
Non-interest-bearing deposits	3,980,944						4,017,659
Other liabilities	190,314						244,970
Total liabilities	18,571,164						18,899,607
Stockholders’ equity	3,977,671						3,783,652
Total liabilities and stockholders’ equity	$	22,548,835					$	22,683,259
Net interest spread					3.69	%					3.29	%
Net interest income and margin			$	217,190	4.44	%			$	205,482	4.13	%

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the three months ended March 31, 2025 compared to the same period in 2024, on a fully taxable basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis


	Three Months Ended March 31,
	2025 over 2024
	Volume		Yield / Rate		Total
	(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks	$	(2,238)	$	(1,670)	$	(3,908)
Federal funds sold	1		(7)		(6)
Investment securities – taxable	(2,687)		(3,109)		(5,796)
Investment securities – non-taxable	(900)		2,319		1,419
Loans receivable	7,403		(1,843)		5,560
Total interest income	1,579		(4,310)		(2,731)
Interest expense:
Interest-bearing transaction and savings deposits	2,428		(8,353)		(5,925)
Time deposits	1,134		(971)		163
Federal funds purchased	—		—		—
Securities sold under agreement to repurchase	(124)		(206)		(330)
FHLB and other borrowed funds	(7,012)		(1,362)		(8,374)
Subordinated debentures	(5)		32		27
Total interest expense	(3,579)		(10,860)		(14,439)
Increase (decrease) in net interest income	$	5,158	$	6,550	$	11,708

Provision for Credit Losses

Credit Loss Expense: During the three months ended March 31, 2025, the Company did not record a provision for credit losses on loans primarily due to the $4.1 million in net recoveries experienced during the quarter. After considering the recoveries, management determined the level of the allowance for credit losses on loans was adequate. In addition, management determined that a provision was not necessary for the unfunded commitments as the current level of the reserve was considered adequate.

During the three months ended March 31, 2025, the Company determined the $2.2 million allowance for credit losses on the available for sale portfolio and the $2.0 million allowance for credit losses on the held-to-maturity portfolio was adequate. Therefore, no additional provision was considered necessary.

Net (recoveries) charge-offs to average total loans was (0.11)% and 0.10% for the three months ended March 31, 2025 and 2024, respectively.

Non-Interest Income

Total non-interest income was $45.4 million for the three months ended March 31, 2025, compared to $41.8 million for the same period in 2024. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending income, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

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Table 6 measures the various components of our non-interest income for the three months ended March 31, 2025 and 2024.

Table 6: Non-Interest Income


	Three Months Ended March 31,				2025 Change from 2024
	2025		2024
	(Dollars in thousands)
Service charges on deposit accounts	$	9,650	$	9,686	$	(36)	(0.4)	%
Other service charges and fees	10,689		10,189		500		4.9
Trust fees	4,760		5,066		(306)		(6.0)
Mortgage lending income	3,599		3,558		41		1.2
Insurance commissions	535		508		27		5.3
Increase in cash value of life insurance	1,842		1,195		647		54.1
Dividends from FHLB, FRB, FNBB & other	2,718		3,007		(289)		(9.6)
Gain on sale of SBA loans	288		198		90		45.5
Loss on sale of branches, equipment and other assets, net	(163)		(8)		(155)		(1,937.5)
(Loss) gain on OREO, net	(376)		17		(393)		(2,311.8)

Fair value adjustment for marketable securities	442		1,003		(561)		(55.9)
Other income	11,442		7,380		4,062		55.0
Total non-interest income	$	45,426	$	41,799	$	3,627	8.7	%

Non-interest income increased $3.6 million, or 8.7%, to $45.4 million for the three months ended March 31, 2025 from $41.8 million for the same period in 2024. The primary factors that resulted in this increase were the increases in other service charges and fees, cash value of life insurance and other income, which was partially offset by the decrease in fair value adjustment for marketable securities.

Additional details for the three months ended March 31, 2025 on some of the more significant changes are as follows:

•The $500,000 increase in other service charges and fees is primarily related to an increase in Centennial CFG property finance loan fees.

•The $647,000 increase in the cash value of life insurance is primarily related to enhancement charges related to a 1035 exchange in BOLI policies.

•The $561,000 decrease in the fair value adjustment for marketable securities is due to market fluctuations.

•The $4.1 million increase in other income is primarily due to a $4.1 million increase in fair value of equity securities, which includes $3.9 million in special income from equity investments and a $724,000 increase in loan recoveries on items charged off prior to acquisition, partially offset by a $554,000 decrease in miscellaneous income.

Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees, other professional fees and other expenses.

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Table 7 below sets forth a summary of non-interest expense for the three months ended March 31, 2025 and 2024.

Table 7: Non-Interest Expense


	Three Months Ended March 31,				2025 Change from 2024
	2025		2024
	(Dollars in thousands)
Salaries and employee benefits	$	61,855	$	60,910	$	945	1.6	%
Occupancy and equipment	14,425		14,551		(126)		(0.9)
Data processing expense	8,558		9,147		(589)		(6.4)

Other operating expenses:
Advertising	1,928		1,654		274		16.6
Amortization of intangibles	2,047		2,140		(93)		(4.3)
Electronic banking expense	3,055		3,156		(101)		(3.2)
Directors' fees	452		498		(46)		(9.2)
Due from bank service charges	281		276		5		1.8
FDIC and state assessment	3,387		3,318		69		2.1
Insurance	999		903		96		10.6
Legal and accounting	3,641		2,081		1,560		75.0
Other professional fees	1,947		2,236		(289)		(12.9)
Operating supplies	711		683		28		4.1
Postage	503		523		(20)		(3.8)
Telephone	436		470		(34)		(7.2)
Other expense	8,703		8,950		(247)		(2.8)
Total non-interest expense	$	112,928	$	111,496	$	1,432	1.3	%

Non-interest expense increased $1.4 million, or 1.3%, to $112.9 million for the three months ended March 31, 2025 from $111.5 million for the same period in 2024. The primary factors that resulted in this increase were the increases in salaries and employee benefits and legal and accounting expense, which were partially offset by the decrease in data processing expense.

Additional details for the three months ended March 31, 2025 on some of the more significant changes are as follows:

•The $945,000 increase in salaries and employee benefits expense is primarily due to an increase in deferred loan costs.

•The $589,000 decrease in data processing expense is primarily due to relationship credits received as a result of a new contract.

•The $1.6 million increase in legal and accounting expense is primarily due to ongoing legal matters.

Income Taxes

Income tax expense increased $1.7 million, or 5.5%, to $31.9 million for the three-month period ended March 31, 2025, from $30.3 million for the same period in 2024. The effective income tax rate was 21.71% for the three months ended March 31, 2025, compared to 23.22% for the same period in 2024. The marginal tax rate was 24.433% and 24.989% for 2025 and 2024, respectively.

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Financial Condition as of and for the Period Ended March 31, 2025 and December 31, 2024

Our total assets as of March 31, 2025 increased $501.5 million to $22.99 billion from $22.49 billion reported as of December 31, 2024. Cash and cash equivalents increased $385.4 million for the three months ended March 31, 2025. Our loan portfolio balance increased to $14.95 billion as of March 31, 2025 from $14.76 billion at December 31, 2024. The increase in loans was primarily due to $291.5 million of organic loan growth in our community banking footprint partially offset by a $103.9 million of organic loan decline from our Centennial CFG franchise. These increases were partially offset by a $74.6 million decrease in investment securities resulting from paydowns and maturities during the first three months of 2025. Total deposits increased $395.2 million to $17.54 billion as of March 31, 2025 from $17.15 billion as of December 31, 2024. Stockholders’ equity increased $81.5 million to $4.04 billion as of March 31, 2025, compared to $3.96 billion as of December 31, 2024. The $81.5 million increase in stockholders’ equity is primarily associated with the $115.2 million in net income and $31.6 million in other comprehensive income for the three months ended March 31, 2025, which was partially offset by the $38.8 million of shareholder dividends paid and stock repurchases of $29.7 million.

Loan Portfolio

Loans Receivable

Our loan portfolio averaged $14.89 billion and $14.49 billion during the three months ended March 31, 2025 and 2024, respectively. Loans receivable were $14.95 billion and $14.76 billion as of March 31, 2025 and December 31, 2024, respectively.

From December 31, 2024 to March 31, 2025, the Company experienced an increase of approximately $187.6 million in loans. The increase in loans was primarily due to $291.5 million of organic loan growth in our community banking footprint and $103.9 million of organic loan decline from our Centennial CFG franchise.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.58 billion, $4.27 billion, $3.92 billion, $115.7 million, $1.35 billion and $1.71 billion as of March 31, 2025 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

Table 8 presents our loans receivable balances by category as of March 31, 2025 and December 31, 2024.

Table 8: Loans Receivable


	March 31, 2025		December 31, 2024
	(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential	$	5,588,681	$	5,426,780
Construction/land development	2,735,760		2,736,214
Agricultural	335,437		336,993
Residential real estate loans:
Residential 1-4 family	1,947,872		1,956,489
Multifamily residential	576,089		496,484
Total real estate	11,183,839		10,952,960
Consumer	1,227,745		1,234,361
Commercial and industrial	2,045,036		2,022,775
Agricultural	314,323		367,251
Other	181,173		187,153
Total loans receivable	$	14,952,116	$	14,764,500

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Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of the borrower as well as any guarantors, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of March 31, 2025, we had approximately $1.20 billion of construction/land development loans which were collateralized by land. This consisted of approximately $85.5 million for raw land and approximately $1.11 billion for land with commercial and/or residential lots.

As of March 31, 2025, commercial real estate ("CRE") loans totaled $8.66 billion, or 57.9%, of loans receivable, as compared to $8.50 billion, or 57.6%, of loans receivable, as of December 31, 2024. CRE loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $2.30 billion, $2.70 billion, $2.20 billion, $48.0 million, zero and $1.41 billion at March 31, 2025, respectively.

Table 9 presents the composition of the funded and unfunded balances of our CRE portfolio by loan type, as of March 31, 2025 and December 31, 2024, and their respective percentages of our total CRE portfolio.

Table 9: CRE Loan Concentrations


	March 31, 2025
	Funded Balance		% of CRE Loans		Unfunded Balance		% of CRE Loans
	(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building	$	778,843	9.0	%	$	60,708	2.7	%
Office Building	1,112,426		12.8		100,949		4.5
Hotel	1,102,117		12.7		19,677		0.9
Industrial	441,544		5.1		38,811		1.7
Retail	515,335		6.0		14,547		0.7
Owner-Occupied (1)	1,638,416		19.0		133,221		6.0
Construction/Land Development:
Construction Residential-Spec	381,673		4.4		330,292		14.9
Residential Land Development	528,649		6.1		84,766		3.8
Construction Commercial	289,725		3.3		264,135		11.9
Construction Multi Family	650,670		7.5		696,875		31.3
Commercial Land Development	585,669		6.8		93,071		4.2
Construction Residential-Presold	184,773		2.1		159,530		7.2
Construction Hotel	29,068		0.3		176,065		7.9
Raw Land	85,533		1.0		6,128		0.3
Agricultural (1)	335,437		3.9		43,862		2.0
Total Commercial Real Estate (2)	$	8,659,878	100.0	%	$	2,222,637	100.0	%

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	December 31, 2024
	Funded Balance		% of CRE Loans		Unfunded Balance		% of CRE Loans
	(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building	$	829,697	9.8	%	$	64,948	2.5	%
Office Building	1,070,459		12.6		107,769		4.2
Hotel	1,081,120		12.7		24,652		1.0
Industrial	385,072		4.5		29,517		1.1
Retail	507,405		6.0		12,579		0.5
Owner-Occupied (1)	1,553,027		18.2		167,399		6.5
Construction/Land Development:
Construction Residential-Spec	433,964		5.1		330,119		12.8
Residential Land Development	537,686		6.3		86,200		3.4
Construction Commercial	337,727		4.0		360,340		14.0
Construction Multi Family	556,168		6.5		908,976		35.4
Commercial Land Development	512,284		6.0		99,165		3.9
Construction Residential-Presold	186,325		2.2		141,047		5.5
Construction Hotel	64,239		0.8		191,088		7.4
Raw Land	107,821		1.3		8,215		0.3
Agricultural (1)	336,993		4.0		38,913		1.5
Total Commercial Real Estate (2)	$	8,499,987	100.0	%	$	2,570,927	100.0	%

(1) Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

(2) Excludes multi-family residential loans of $576.1 million and $496.5 million as of March 31, 2025 and December 31, 2024, respectively, which are included in the residential real estate loans throughout the filing. Multi-family residential loans are included in CRE for regulatory purposes.

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Table 10 presents the composition of our CRE loan portfolio by the ten largest geographical locations of the collateral as of March 31, 2025 and December 31, 2024.

Table 10: Geographical Locations of CRE Loans


	Top 10 Geographical States for CRE Loan Collateral Concentrations
(In thousands)	Florida		Texas		Arkansas		New York		Georgia		California		Alabama		Utah		Pennsylvania		Tennessee		All Other		Total
As of March 31, 2025
Non-Farm/Non-Residential:
Single Purpose Building	$	276,736	$	194,542	$	167,986	$	49,095	$	18,227	$	—	$	429	$	6,826	$	1,492	$	—	$	63,510	$	778,843
Office Building	335,784		367,297		65,742		50,007		91,715		—		22,804		18,815		—		25,616		134,646		1,112,426
Hotel	527,752		257,188		124,023		5,040		32,472		—		—		18,369		—		—		137,273		1,102,117
Industrial	47,844		147,748		40,578		57,594		—		—		20,173		56,489		—		—		71,118		441,544
Retail	146,384		246,745		59,029		—		—		—		—		12,067		428		—		50,682		515,335
Owner-Occupied (1)	476,210		502,811		366,694		—		19,818		—		5,686		28,912		6,756		82,319		149,210		1,638,416
Construction/Land Development:
Construction Residential - Spec	171,706		110,661		43,215		51,528		—		—		—		330		—		—		4,233		381,673
Residential Land Development	144,598		100,894		48,947		—		177		164,211		—		2,020		3,110		—		64,692		528,649
Construction Commercial	92,507		51,789		73,781		17,653		—		13,468		—		2,113		9,285		1,868		27,261		289,725
Construction Multi Family	235,699		111,849		39,556		165,979		—		—		—		—		56,405		237		40,945		650,670
Commercial Land Development	151,847		73,816		30,196		56,025		41,153		—		86,065		9,720		42,348		—		94,499		585,669
Construction Residential - Presold	78,794		73,332		30,783		—		—		—		—		1,369		—		—		495		184,773
Construction Hotel	2,965		12,300		—		—		7,242		—		—		6,561		—		—		—		29,068
Raw Land	8,868		8,337		31,223		—		—		—		35,949		924		—		—		232		85,533
Agricultural (1)	34,057		171,439		108,002		—		—		—		—		3,656		—		—		18,283		335,437
Total Commercial Real Estate (2)	$	2,731,751	$	2,430,748	$	1,229,755	$	452,921	$	210,804	$	177,679	$	171,106	$	168,171	$	119,824	$	110,040	$	857,079	$	8,659,878


	Top 10 Geographical States for CRE Loan Collateral Concentrations
(In thousands)	Florida		Texas		Arkansas		New York		Georgia		Utah		Alabama		California		Pennsylvania		Tennessee		All Other		Total
As of December 31, 2024
Non-Farm/Non-Residential:
Single Purpose Building	$	275,440	$	212,649	$	168,691	$	49,278	$	17,506	$	—	$	6,494	$	429	$	—	$	1,586	$	97,624	$	829,697
Office Building	333,230		355,794		64,062		50,091		91,723		—		18,934		—		25,616		—		131,009		1,070,459
Hotel	541,001		263,647		99,830		4,943		24,319		—		18,575		16,419		—		—		112,386		1,081,120
Industrial	44,392		91,344		40,908		57,556		—		—		59,745		19,941		—		—		71,186		385,072
Retail	148,053		252,087		56,885		4,158		—		—		12,166		—		—		435		33,621		507,405
Owner-Occupied (1)	492,655		431,489		337,935		—		21,051		—		26,314		5,748		83,199		6,911		147,725		1,553,027
Construction/Land Development:																							—
Construction Residential - Spec	150,143		107,149		41,299		126,299		—		—		82		—		—		—		8,992		433,964
Residential Land Development	148,897		102,369		51,865		—		304		165,643		2,329		—		—		2,466		63,813		537,686
Construction Commercial	84,027		111,199		62,549		15,159		—		12,451		1,182		—		876		9,194		41,090		337,727
Construction Multi Family	240,255		72,676		32,812		139,130		—		—		—		19,326		228		37,881		13,860		556,168
Commercial Land Development	118,729		70,700		31,841		37,820		40,068		—		9,752		50,036		—		42,181		111,157		512,284
Construction Residential - Presold	93,517		61,538		29,937		—		—		—		1,022		—		—		—		311		186,325
Construction Hotel	6,693		9,796		22,036		—		13,555		—		5,152		—		—		—		7,007		64,239
Raw Land	9,036		8,537		31,649		—		—		—		1,311		34,388		—		—		22,900		107,821
Agricultural (1)	32,589		176,084		106,684		—		—		—		3,736		—		—		—		17,900		336,993
Total Commercial Real Estate (2)	$	2,718,657	$	2,327,058	$	1,178,983	$	484,434	$	208,526	$	178,094	$	166,794	$	146,287	$	109,919	$	100,654	$	880,581	$	8,499,987

(1) Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

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Our loan policy states that in order to achieve a well-balanced, diversified credit portfolio, concentrations containing inappropriate or excessive risk are to be avoided. It is the goal of the Company to maintain a prudent diversification of loans. We define a concentration of credit as direct or indirect obligations according to the following guidelines: (i) concentrations of 25% or more of total risk-based capital by individual borrower, small, interrelated group of individuals, single repayment source or individual project; (ii) concentrations of 100% or more of total risk-based capital by industry or product line. As of March 31, 2025, we have not met the threshold for the concentration limits. In addition, the Bank's Board of Directors monitors the CRE loan portfolio for concentrations related to geography, industry, and collateral type and determines applicable guidelines. The Chief Lending Officer also reviews the portfolio periodically to determine if any concentrations exist and makes recommendations with respect to setting internal guidelines.

The Company also monitors key risk indicators ("KRIs") on a quarterly basis for the overall loan portfolio as well as specific KRIs for the CRE portfolio. The KRIs are tied to the Bank's appetite for credit risk which is reflected in the Bank's credit policy and underwriting criteria. The KRIs related to underwriting include loan downgrades by loan review, loan downgrades to classified levels and loan policy exceptions (loan to value, debt coverage ratio and credit score). The KRIs related to CRE loans include concentrations of construction and land loans, concentrations of total CRE loans, CRE loans in excess of loan to value guidelines and total real estate loans in excess of loan to value guidelines. The results of the KRI analysis are presented to the Bank's Asset Quality Committee on a quarterly basis. Any exceptions to established limits and thresholds are monitored and addressed in a timely manner as required by the Asset Quality Committee.

The Company has a CRE strategy and contingency plan which outlines the principles required to adequately manage our CRE exposures. It discusses the inherent risks within CRE lending, as well as the risks unique to specific lending activities and property taxes. In addition, the plan outlines internal limits related to CRE lending, reasoning for operating outside those limits, and provides for a contingency plan to reduce the CRE exposures under adverse economic conditions or other situations where it is deemed necessary to do so. The responsibility for monitoring the CRE Strategy and Contingency Plan, and subsequent reporting to management and the Board of Directors lies with the Chief Lending Officer and the Asset Quality Committee of the Board of Directors. Within the CRE Strategy and Contingency Plan, we established four adverse economic triggers to measure on an ongoing basis to attempt to determine when a change in CRE strategy might be warranted, at least from an external economic perspective. If one or a combination of these triggers have exceeded Board approved thresholds, the Executive Risk Committee will determine which action or combination of actions, if any, to take based on the specific situation. If utilized, the required actions are likely to focus on tightening/loosening of underwriting criteria, potential capital raises or loan distribution actions such as selling or participating loans. However, other action steps may be considered necessary depending upon the specific situation. As of March 31, 2025, none of the triggers exceeded our internal guidelines, and we have not recommended any additional changes to our underwriting standards because the Company considers the current standards to be adequate in addressing the risks to our CRE portfolio.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 58.6% and 34.6% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of March 31, 2025, with the remaining 6.8% relating to condominiums and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of March 31, 2025, residential real estate loans totaled $2.52 billion, or 16.9%, of loans receivable, compared to $2.45 billion, or 16.6%, of loans receivable, as of December 31, 2024. Residential real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $564.1 million, $1.05 billion, $648.3 million, $39.9 million, zero and $224.4 million at March 31, 2025, respectively.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance United States Coast Guard registered high-end sail and power boats within our SPF division. The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of March 31, 2025, consumer loans totaled $1.23 billion, or 8.2%, of loans receivable, compared to $1.23 billion, or 8.4%, of loans receivable, as of December 31, 2024. Consumer loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $20.1 million, $6.6 million, $9.6 million, $450,000, $1.19 billion and zero at March 31, 2025, respectively.

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Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information of the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of the borrower as well as any guarantors, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of March 31, 2025, commercial and industrial loans totaled $2.05 billion, or 13.7%, of loans receivable, compared to $2.02 billion, or 13.7%, of loans receivable, as of December 31, 2024. Commercial and industrial loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $489.7 million, $481.8 million, $814.2 million, $23.1 million, $159.6 million and $76.8 million at March 31, 2025, respectively.

Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. The Company develops separate PCD models for each loan segment with PCD loans not individually analyzed for credit losses. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $72.1 million and $76.3 million in PCD loans, as of March 31, 2025 and December 31, 2024, respectively.

Table 11 sets forth information with respect to our non-performing assets as of March 31, 2025 and December 31, 2024. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 11: Non-performing Assets


	As of March 31, 2025			As of December 31, 2024
	(Dollars in thousands)
Non-accrual loans	$	86,383		$	93,853
Loans past due 90 days or more (principal or interest payments)	3,264			5,034
Total non-performing loans	89,647			98,887
Other non-performing assets
Foreclosed assets held for sale, net	39,680			43,407
Other non-performing assets	63			63
Total other non-performing assets	39,743			43,470
Total non-performing assets	$	129,390		$	142,357
Allowance for credit losses to non-accrual loans	324.07		%	293.95		%
Allowance for credit losses to non-performing loans	312.27			278.99
Non-accrual loans to total loans	0.58			0.64
Non-performing loans to total loans	0.60			0.67
Non-performing assets to total assets	0.56			0.63

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Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

Table 12 below shows the non-performing loans and non-performing assets by region as of March 31, 2025 and December 31, 2024:

Table 12: Non-performing Assets By Region


	As of March 31, 2024
(in thousands)	Arkansas		Florida		Texas		Alabama		Shore Premier Finance		Centennial CFG		Total
Non-accrual loans	$	15,214	$	39,108	$	23,694	$	157	$	5,444	$	2,766	$	86,383
Loans 90+ days past due	—		—		3,264		—		—		—		3,264
Total non-performing loans	$	15,214	$	39,108	$	26,958	$	157	$	5,444	$	2,766	$	89,647

Foreclosed assets held for sale	1,052		451		15,357		—		—		22,820		39,680
Other non-performing assets	—		—		63		—		—		—		63
Total other non-performing assets	$	1,052	$	451	$	15,420	$	—	$	—	$	22,820	$	39,743
Total non-performing assets	$	16,266	$	39,559	$	42,378	$	157	$	5,444	$	25,586	$	129,390


	As of December 31, 2024
(in thousands)	Arkansas		Florida		Texas		Alabama		Shore Premier Finance		Centennial CFG		Total
Non-accrual loans	$	18,448	$	38,778	$	23,494	$	206	$	5,537	$	7,390	$	93,853
Loans 90+ days past due	538		362		4,134		—		—		—		5,034
Total non-performing loans	$	18,986	$	39,140	$	27,628	$	206	$	5,537	$	7,390	$	98,887

Foreclosed assets held for sale	757		5,951		13,924		—		—		22,775		43,407
Other non-performing assets	—		—		63		—		—		—		63
Total other non-performing assets	$	757	$	5,951	$	13,987	$	—	$	—	$	22,775	$	43,470
Total non-performing assets	$	19,743	$	45,091	$	41,615	$	206	$	5,537	$	30,165	$	142,357

The $2.8 million balance of non-accrual loans for our Centennial CFG Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California. This represents the largest component of the Company's $39.7 million in foreclosed assets held for sale.

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Debt restructuring generally occurs when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in potentially an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our restructured loans that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan.

A loan modification that might not otherwise be considered may be granted. These loans can involve loans remaining on non-accrual, moving to non-accrual, or continuing on an accrual status, depending on the individual facts and circumstances of the borrower. Generally, a non-accrual loan that is restructured remains on non-accrual for a period of three months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can pay under the new terms and may result in the loan being returned to an accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan will remain in a non-accrual status.

As of March 31, 2025, we had $104.7 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual, and we had $17.5 million of restructured loans that are not in compliance with the modified terms and are reported as non-accrual. Of the $104.7 million of restructured loans that are in compliance with the modified terms, our Arkansas market contained $1.8 million, our Florida market contained $1.2 million, our Texas market contained $96.4 million, our SPF region contained $3.0 million and our New York region contained $2.3 million of these restructured loans. Of the $17.5 million of restructured loans not in compliance with the modified terms, our Arkansas market contained $1.3 million, our Florida market contained $16.0 million and our Texas market contained $168,000.

The Company had $241.1 million and $268.0 million in impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) for the periods ended March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets accounted for approximately $20.8 million, $48.3 million, $153.3 million, $157,000, $13.4 million and $5.1 million of the impaired loans, respectively.

The amortized cost balance for loans with a specific allocation decreased from $92.7 million to $78.8 million, and the specific allocation for impaired loans decreased by approximately $3.9 million at March 31, 2025 compared to December 31, 2024.

Total foreclosed assets held for sale were $39.7 million as of March 31, 2025, compared to $43.4 million as of December 31, 2024, for a decrease of $3.7 million. The foreclosed assets held for sale as of March 31, 2025 are comprised of $1.1 million located in Arkansas, $451,000 located in Florida, $15.4 million located in Texas, zero in Alabama, zero in SPF and $22.8 million in Centennial CFG. The majority of the foreclosed assets held for sale is comprised of two properties. The first is an office building located in Santa Monica, California with a carrying value of $22.8 million. The second is an apartment complex which is under construction in Gunter, Texas with a carrying value of $13.1 million. These two properties account for $35.9 million of the balance of foreclosed assets held for sale at March 31, 2025. During the first quarter of 2025, the Company sold an office building located in Miami, Florida, which had a carrying value of $5.5 million. The Company recognized a loss of $407,000 on the sale.

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Table 13 shows the summary of foreclosed assets held for sale as of March 31, 2025 and December 31, 2024.

Table 13: Foreclosed Assets Held For Sale


	As of March 31, 2025		As of December 31, 2024
	(In thousands)
Commercial real estate loans
Non-farm/non-residential	$	23,417	$	28,392
Construction/land development	14,909		13,391
Residential real estate loans
Residential 1-4 family	1,354		1,624

Total foreclosed assets held for sale	$	39,680	$	43,407

Past Due and Non-Accrual Loans

Table 14 shows the summary of non-accrual loans as of March 31, 2025 and December 31, 2024:

Table 14: Total Non-Accrual Loans


	As of March 31, 2025		As of December 31, 2024
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	32,953	$	35,868
Construction/land development	2,061		3,702
Agricultural	538		559
Residential real estate loans
Residential 1-4 family	23,510		22,539

Total real estate	72,137		75,751
Consumer	6,014		6,178
Commercial and industrial	7,619		10,931
Agricultural & other	613		993
Total non-accrual loans	$	86,383	$	93,853

If non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $1.7 million and $1.4 million, respectively, would have been recorded for the three-month periods ended March 31, 2025 and 2024. The interest income recognized on non-accrual loans for the three months ended March 31, 2025 and 2024 was considered immaterial.

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Table 15 shows the summary of accruing past due loans 90 days or more as of March 31, 2025 and December 31, 2024:

Table 15: Loans Accruing Past Due 90 Days or More


	As of March 31, 2025		As of December 31, 2024
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	226	$	304
Construction/land development	—		600

Residential real estate loans
Residential 1-4 family	306		1,835

Total real estate	532		2,739
Consumer	11		32
Commercial and industrial	2,380		2,263
Agricultural & Other	341		—
Total loans accruing past due 90 days or more	$	3,264	$	5,034

Our ratio of total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.60% and 0.67% at March 31, 2025 and December 31, 2024, respectively.

Allowance for Credit Losses

Overview. The allowance for credit losses on loans receivable increased from $275.9 million as of December 31, 2024 to $279.9 million as of March 31, 2025. The specific reserve for loans individually analyzed for credit losses was $19.9 million on $187.7 million of individually analyzed loans as of March 31, 2025, compared to a specific reserve of $23.8 million on $209.8 million of individually analyzed loans as of December 31, 2024. The allowance for credit losses as a percentage of loans was 1.87% at both March 31, 2025 and December 31, 2024.

Loans Collectively Evaluated for Credit Loss. Loans receivable collectively evaluated for credit loss increased by approximately $209.7 million from $14.55 billion at December 31, 2024 to $14.76 billion at March 31, 2025. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for credit loss to the total loans collectively evaluated for credit loss was 1.76% and 1.73% at March 31, 2025 and December 31, 2024, respectively.

Charge-offs and Recoveries. For the three months ended March 31, 2025, total charge-offs were $3.5 million and total recoveries were $7.5 million, for a net recovery position of $4.1 million. For the three months ended March 31, 2024, total charge-offs were $4.0 million and total recoveries were $538,000, for a net charge-off position of $3.4 million.

Table 16 below shows charge-off and recovery detail by region for the three months ended March 31, 2025 and 2024.

Table 16: Charge-Off and Recovery Detail By Region


For the Three Months Ended March 31, 2025
(in thousands)	Arkansas		Florida		Texas		Alabama		Shore Premier Finance		Centennial CFG		Total
Charge-offs	$	474	$	2,479	$	444	$	8	$	53	$	—	$	3,458
Recoveries	(228)		(117)		(6,514)		(2)		(3)		(658)		(7,522)
Net (recoveries) charge-offs	$	246	$	2,362	$	(6,070)	$	6	$	50	$	(658)	$	(4,064)

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For the Three Months Ended March 31, 2024
(in thousands)	Arkansas		Florida		Texas		Alabama		Shore Premier Finance		Centennial CFG		Total
Charge-offs	$	1,720	$	493	$	1,667	$	18	$	80	$	—	$	3,978
Recoveries	(271)		(103)		(158)		(4)		(2)		—		(538)
Net charge-offs	$	1,449	$	390	$	1,509	$	14	$	78	$	—	$	3,440

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

Table 17 shows the allowance for credit losses, charge-offs and recoveries as of and for the three months ended March 31, 2025 and 2024.

Table 17: Analysis of Allowance for Credit Losses


	Three Months Ended March 31,
	2025			2024
	(Dollars in thousands)
Balance, beginning of period	$	275,880		$	288,234


Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential	2,300			1,102
Construction/land development	—			1

Residential real estate loans:
Residential 1-4 family	75			159

Total real estate	2,375			1,262
Consumer	230			198
Commercial and industrial	161			1,746

Other	692			772
Total loans charged off	3,458			3,978
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential	6,160			20
Construction/land development	125			7

Residential real estate loans:
Residential 1-4 family	51			19

Total real estate	6,336			46
Consumer	19			39
Commercial and industrial	958			101

Other	209			352
Total recoveries	7,522			538
Net loans (recovered) charged off	(4,064)			3,440
Provision for credit loss	—			5,500

Ending balance	$	279,944		$	290,294
Net (recoveries) charge-offs to average loans receivable	(0.11)		%	0.10		%
Allowance for credit losses to total loans	1.87			2.00
Allowance for credit losses to net (recoveries) charge-offs	(1,698.51)			2,098.17

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Table 18 presents the allocation of allowance for credit losses as of March 31, 2025 and December 31, 2024.

Table 18: Allocation of Allowance for Credit Losses


	As of March 31, 2025				As of December 31, 2024
	Allowance Amount		% of loans(1)		Allowance Amount		% of loans(1)
	(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential	$	83,244	37.4	%	$	88,141	36.7	%
Construction/land development	48,176		18.3		52,271		18.5
Agricultural residential real estate loans	3,041		2.2		3,174		2.3
Residential real estate loans:
Residential 1-4 family	41,426		13.0		40,347		13.2
Multifamily residential	11,982		3.9		10,488		3.4
Total real estate	187,869		74.8		194,421		74.1
Consumer	27,960		8.2		27,589		8.4
Commercial and industrial	58,801		13.7		48,330		13.7
Agricultural	1,321		2.1		1,291		2.5
Other	3,993		1.2		4,249		1.3
Total	$	279,944	100.0	%	$	275,880	100.0	%

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity, available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 5.1 years as of March 31, 2025.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. We had $1.27 billion and $1.28 billion of held-to-maturity securities at March 31, 2025 and December 31, 2024, respectively. The detail of the held-to-maturity portfolio by carrying amount and percentage of the portfolio at March 31, 2025 and December 31, 2024 can be seen below.

Table 19: Held to Maturity Securities


	March 31, 2025				December 31, 2024
	Net Carrying Amount		Percentage of Total		Net Carrying Amount		Percentage of Total
	(In Thousands)				(In Thousands)
U.S. government-sponsored enterprises	$	43,629	3.4	%	$	43,560	3.4	%
U.S. government-sponsored mortgage-backed securities	122,617		9.7	%	124,169		9.8	%
State and political subdivisions	1,103,650		86.9	%	1,107,475		86.8	%
Total	$	1,269,896	100.0	%	$	1,275,204	100.0	%

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Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive (loss) income. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $3.00 billion and $3.07 billion as March 31, 2025 and December 31, 2024, respectively. The detail of the available-for-sale portfolio by estimated fair value and percentage of the portfolio at March 31, 2025 and December 31, 2024 can be seen below.

Table 20: Available for Sale Securities


	March 31, 2025				December 31, 2024
	Estimated Fair Value		Percentage of Total		Estimated Fair Value		Percentage of Total
	(In Thousands)				(In Thousands)
U.S. government-sponsored enterprises	$	273,656	9.1	%	$	284,790	9.3	%
U.S. government-sponsored mortgage-backed securities	1,298,558		43.3	%	1,324,684		43.1	%
Private mortgage-backed securities	171,337		5.7	%	171,394		5.6	%
Non-government-sponsored asset backed securities	200,431		6.7	%	225,648		7.3	%
State and political subdivisions	860,054		28.6	%	870,361		28.3	%
Other securities	199,284		6.6	%	195,762		6.4	%
Total	$	3,003,320	100.0	%	$	3,072,639	100.0	%

See Note 2 to the Condensed Notes to Consolidated Financial Statements for the carrying value and fair value of investment securities.

Deposits

Our deposits averaged $17.19 billion and $16.74 billion for the three months ended March 31, 2025 and March 31, 2024, respectively. Total deposits were $17.54 billion as of March 31, 2025, and $17.15 billion as of December 31, 2024. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 21 reflects the classification of the brokered deposits as of March 31, 2025 and December 31, 2024.

Table 21: Brokered Deposits


	March 31, 2025		December 31, 2024
	(In thousands)


Insured Cash Sweep and Other Transaction Accounts	$	444,223	$	448,442
Total Brokered Deposits	$	444,223	$	448,442

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The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

Table 22 reflects the classification of the average deposits and the average rate paid on each deposit category, which are in excess of 10 percent of average total deposits, for the three months ended March 31, 2025 and 2024.

Table 22: Average Deposit Balances and Rates


	Three Months Ended March 31,
	2025				2024
	Average Amount		Average Rate Paid		Average Amount		Average Rate Paid
	(Dollars in thousands)
Non-interest-bearing transaction accounts	$	3,980,944	—	%	$	4,017,659	—	%
Interest-bearing transaction accounts	10,309,860		2.67		9,886,083		2.98
Savings deposits	1,092,828		0.71		1,152,827		0.85
Time deposits:
$100,000 or more	1,214,785		4.03		1,106,311		4.23
Other time deposits	586,718		3.48		578,882		3.69
Total	$	17,185,135	2.05	%	$	16,741,762	2.22	%

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase decreased $949,000, or 0.6%, from $162.4 million as of December 31, 2024 to $161.4 million as of March 31, 2025.

FHLB and Other Borrowed Funds

Other borrowed funds were $500,000 as of March 31, 2025 and were classified as short-term advances. The Company had $750,000 in other borrowed funds as of December 31, 2024.

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Subordinated Debentures

Subordinated debentures were $439.1 million and $439.2 million as of March 31, 2025 and December 31, 2024, respectively.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate ("SOFR")), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs, of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

Stockholders’ Equity

Stockholders’ equity increased $81.5 million to $4.04 billion as of March 31, 2025, compared to $3.96 billion as of December 31, 2024. The $81.5 million increase in stockholders’ equity is primarily associated with the $115.2 million in net income and the $31.6 million in other comprehensive income for the three months ended March 31, 2025, which was partially offset by the $38.8 million of shareholder dividends paid and stock repurchases of $29.7 million in 2025. As of March 31, 2025 and December 31, 2024, our equity to asset ratio was 17.58% and 17.61%, respectively. Book value per share was $20.40 as of March 31, 2025, compared to $19.92 as of December 31, 2024, a 9.8% annualized increase.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.195 and $0.18 per share for the three months ended March 31, 2025 and 2024, respectively. The common stock dividend payout ratio for the three months ended March 31, 2025 and 2024 was 33.64% and 36.19%, respectively. On April 17, 2025, the Board of Directors declared a regular $0.20 per share quarterly cash dividend payable June 4, 2025, to shareholders of record May 14, 2025.

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Stock Repurchase Program. During the first three months of 2025, the Company repurchased a total of 1,000,000 shares with a weighted-average stock price of $29.67 per share. Shares repurchased under the program as of March 31, 2025 since its inception total 27,507,507 shares. The remaining balance available for repurchase was 19,000,000 shares at March 31, 2025.

Liquidity and Capital Adequacy Requirements

Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.

Basel III amended the prompt corrective action rules to incorporate a common equity Tier 1 ("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of March 31, 2025 and December 31, 2024, we met all regulatory capital adequacy requirements to which we were subject.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below as of December 31, 2024. The risk-based capital ratios presented below as of March 31, 2025 do not include a transitional period adjustment as the transition period has ended.

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Table 23 presents our risk-based capital ratios on a consolidated basis as of March 31, 2025 and December 31, 2024.

Table 23: Risk-Based Capital


	As of March 31, 2025			As of December 31, 2024
	(Dollars in thousands)
Tier 1 capital
Stockholders’ equity	$	4,042,555		$	3,961,025
ASC 326 transitional period adjustment	—			8,123
Goodwill and core deposit intangibles, net	(1,436,093)			(1,438,140)
Unrealized loss on available-for-sale securities	224,540			256,108
Total common equity Tier 1 capital	2,831,002			2,787,116

Total Tier 1 capital	2,831,002			2,787,116
Tier 2 capital
Allowance for credit losses	279,944			275,880
ASC 326 transitional period adjustment	—			(8,123)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)	(49,409)			(36,105)
Qualifying allowance for credit losses	230,535			231,652
Qualifying subordinated notes	439,102			439,246
Total Tier 2 capital	669,637			670,898
Total risk-based capital	$	3,500,639		$	3,458,014
Average total assets for leverage ratio	$	21,359,205		$	21,365,045
Risk weighted assets	$	18,353,303		$	18,447,826
Ratios at end of period
Common equity Tier 1 capital	15.43		%	15.11		%
Leverage ratio	13.25			13.05
Tier 1 risk-based capital	15.43			15.11
Total risk-based capital	19.07			18.74
Minimum guidelines – Basel III
Common equity Tier 1 capital	7.00		%	7.00		%
Leverage ratio	4.00			4.00
Tier 1 risk-based capital	8.50			8.50
Total risk-based capital	10.50			10.50
Well-capitalized guidelines
Common equity Tier 1 capital	6.50		%	6.50		%
Leverage ratio	5.00			5.00
Tier 1 risk-based capital	8.00			8.00
Total risk-based capital	10.00			10.00

As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” we, as well as our banking subsidiary, must maintain minimum CET1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity, excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

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We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted, as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

In Table 24 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 24: Earnings, As Adjusted


	Three Months Ended March 31,
	2025		2024
	(Dollars in thousands)
GAAP net income available to common shareholders (A)	$	115,209	$	100,109
Pre-tax adjustments:



Fair value adjustment for marketable securities	(442)		(1,003)
Special income from equity investment	(3,891)		—




BOLI death benefits	—		(162)
Total pre-tax adjustments	(4,333)		(1,165)
Tax-effect of adjustments(1)	(1,059)		(251)

Total adjustments after-tax (B)	(3,274)		(914)
Earnings, as adjusted (C)	$	111,935	$	99,195
Average diluted shares outstanding (D)	198,852		201,390
GAAP diluted earnings per share: A/D	$	0.58	$	0.50
Adjustments after-tax: B/D	(0.02)		(0.01)
Diluted earnings per common share excluding adjustments: C/D	$	0.56	$	0.49

(1) Blended statutory rate of 24.433% for 2025 and 24.989% for 2024.

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We had $1.44 billion total goodwill and core deposit intangibles as of March 31, 2025, December 31, 2024 and March 31, 2024. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share, return on average assets excluding intangible amortization, return on average tangible equity, return on average tangible equity excluding intangible amortization, and tangible equity to tangible assets are useful in evaluating our company. Management also believes return on average assets, as adjusted, return on average equity, as adjusted, and return on average tangible equity, as adjusted, are meaningful non-GAAP financial measures, as they exclude items such as certain non-interest income and expenses that management believes are not indicative of our primary business operating results. These calculations, which are similar to the GAAP calculations of book value per share, return on average assets, return on average equity, and equity to assets, are presented in Tables 25 through 28, respectively.

Table 25: Tangible Book Value Per Share


	As of March 31, 2025		As of December 31, 2024
	(In thousands, except per share data)
Book value per share: A/B	$	20.40	$	19.92
Tangible book value per share: (A-C-D)/B	13.15		12.68
(A) Total equity	$	4,042,555	$	3,961,025
(B) Shares outstanding	198,206		198,882
(C) Goodwill	1,398,253		1,398,253
(D) Core deposit intangibles	38,280		40,327

Table 26: Return on Average Assets, As Adjusted


	Three Months Ended March 31,
	2025			2024
	(Dollars in thousands)
Return on average assets: A/D	2.07		%	1.78		%
Return on average assets, as adjusted: (A+C)/D	2.01			1.76
Return on average assets excluding intangible amortization: B/(D-E)	2.24			1.93
(A) Net income	$	115,209		$	100,109
Intangible amortization after-tax	1,547			1,605
(B) Earnings excluding intangible amortization	$	116,756		$	101,714
(C) Adjustments after-tax	$	(3,274)		$	(914)
(D) Average assets	22,548,835			22,683,259
(E) Average goodwill, core deposits and other intangible assets	1,437,515			1,445,902

Table 27: Return on Average Equity, As Adjusted


	Three Months Ended March 31,
	2025			2024
	(Dollars in thousands)
Return on average equity: A/D	11.75		%	10.64		%
Return on average common equity, as adjusted: (A+C)/D	11.41			10.54
Return on average tangible common equity: A/(D-E)	18.39			17.22
Return on average tangible equity excluding intangible amortization: B/(D-E)	18.64			17.50
Return on average tangible common equity, as adjusted: (A+C)/(D-E)	17.87			17.07
(A) Net income	$	115,209		$	100,109
(B) Earnings excluding intangible amortization	116,756			101,714
(C) Adjustments after-tax	(3,274)			(914)
(D) Average equity	3,977,671			3,783,652
(E) Average goodwill, core deposits and other intangible assets	1,437,515			1,445,902

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Table 28: Tangible Equity to Tangible Assets


	As of March 31, 2025			As of December 31, 2024
	(Dollars in thousands)
Equity to assets: B/A	17.58		%	17.61		%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)	12.09			11.98
(A) Total assets	$	22,992,203		$	22,490,748
(B) Total equity	4,042,555			3,961,025
(C) Goodwill	1,398,253			1,398,253
(D) Core deposit intangibles	38,280			40,327

The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain gains, losses and other non-interest income and expenses. In Table 29 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 29: Efficiency Ratio, As Adjusted


	Three Months Ended March 31,
	2025			2024
	(Dollars in thousands)
Net interest income (A)	$	214,656		$	204,590
Non-interest income (B)	45,426			41,799
Non-interest expense (C)	112,928			111,496
FTE Adjustment (D)	2,534			892
Amortization of intangibles (E)	2,047			2,478
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities	$	442		$	1,003
Special dividend from equity investment	3,891			—
(Loss) gain on OREO, net	(376)			17
Loss on branches, equipment and other assets, net	(163)			(8)
BOLI death benefits	—			162

Total non-interest income adjustments (F)	$	3,794		$	1,174
Non-interest expense:






Total non-interest expense adjustments (G)	$	—		$	—
Efficiency ratio (reported): ((C-E)/(A+B+D))	42.22		%	44.22		%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))	42.84			44.43

Recently Issued Accounting Pronouncements

See Note 21 to the Condensed Notes to Consolidated Financial Statements for a discussion of certain recently issued and recently adopted accounting pronouncements.

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Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Liquidity and Market Risk Management

At March 31, 2025, we held $2.63 billion in assets that could be used for liquidity purposes, which we refer to as net available internal liquidity. This balance consisted of $1.50 billion in unpledged investment securities which could be used for additional secured borrowing capacity, $943.3 million in cash on deposit with the Federal Reserve Bank ("FRB") and $183.6 million in other liquid cash accounts.

Consistent with our practice of maintaining access to significant external liquidity, we had $3.25 billion in net available sources of borrowed funds, which we refer to as net available external liquidity, as of March 31, 2025. This included $4.89 billion in total borrowing capacity with the Federal Home Loan Bank ("FHLB"), of which $1.93 billion has been drawn upon in the ordinary course of business, resulting in $2.96 billion in net available liquidity with the FHLB as of March 31, 2025. The $1.93 billion consisted of $600.0 million in outstanding FHLB advances and $1.33 billion used for pledging purposes. We also had access to approximately $191.5 million available borrowing capacity from the Discount Window. As of March 31, 2025, the Company also had access to $55.0 million from First National Bankers’ Bank ("FNBB"), and $45.0 million from other various external sources.

Overall, we had $5.88 billion net available liquidity as of March 31, 2025, which consisted of $2.63 billion of net available internal liquidity and $3.25 billion in net available external liquidity. Details on our available liquidity as of March 31, 2025 are available below.

Table 30: Available Liquidity


(in thousands)	Total Available		Amount Used		Net Availability
Internal Sources
Unpledged investment securities (market value)	$	1,498,832	$	—	$	1,498,832
Cash at FRB	943,271		—		943,271
Other liquid cash accounts	183,550		—		183,550
Total Internal Liquidity	2,625,653		—		2,625,653
External Sources
FHLB	4,888,138		1,929,496		2,958,642
FRB Discount Window	191,465		—		191,465

FNBB	55,000		—		55,000
Other	45,000		—		45,000
Total External Liquidity	5,179,603		1,929,496		3,250,107
Total Available Liquidity	$	7,805,256	$	1,929,496	$	5,875,760

We have continued to limit our exposure to uninsured deposits and have been actively monitoring this exposure in light of the current banking environment. As of March 31, 2025, we held approximately $8.51 billion in uninsured deposits of which $678.5 million were intercompany subsidiary deposit balances and $3.13 billion were collateralized deposits, for a net position of $4.70 billion. This represented approximately 26.8% of total deposits. In addition, net available liquidity exceeded uninsured and uncollateralized deposits by $1.17 billion as of March 31, 2025.

Table 31: Uninsured Deposits


(in thousands)	As of March 31, 2025
Uninsured Deposits	$	8,511,277
Intercompany Subsidiary and Affiliate Balances	678,464
Collateralized Deposits	3,129,411
Net Uninsured Position	$	4,703,402

Total Available Liquidity	5,875,760
Net Uninsured Position	4,703,402
Net Available Liquidity in Excess of Uninsured Deposits	$	1,172,358

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Asset/Liability Management. Our management actively measures and manages interest rate risk. The asset/liability committees of the boards of directors of our holding company and bank subsidiary are also responsible for approving our asset/liability management policies, overseeing the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position.

Our objective is to manage liquidity in a way that ensures cash flow requirements of depositors and borrowers are met in a timely and orderly fashion while ensuring the reliance on various funding sources does not become so heavily weighted to any one source that it causes undue risk to the bank. Our liquidity sources are prioritized based on availability and ease of activation. Our current liquidity condition is a primary driver in determining our funding needs and is a key component of our asset and liability management.

Various sources of liquidity are available to meet the cash flow needs of depositors and borrowers. Our principal source of funds is core deposits, including checking, savings, money market accounts and certificates of deposit. We may also from time to time obtain wholesale funding through brokered deposits. Secondary sources of funding include advances from the Federal Home Loan Bank of Dallas, the Federal Reserve Bank Discount Window and other borrowings, such as through correspondent banking relationships. These secondary sources enable us to borrow funds at rates and terms which, at times, are more beneficial to us. Additionally, as needed, we can liquidate or utilize our available-for-sale investment portfolio as collateral to provide funds for an intermediate source of liquidity.

Interest Rate Sensitivity. Our primary business is banking and the resulting earnings, primarily net interest income, are susceptible to changes in market interest rates. It is management’s goal to maximize net interest income within acceptable levels of interest rate and liquidity risks.

A key element in the financial performance of financial institutions is the level and type of interest rate risk assumed. The single most significant measure of interest rate risk is the relationship of the repricing periods of earning assets and interest-bearing liabilities. The more closely the repricing periods are correlated, the less interest rate risk we assume. We use net interest income simulation modeling and economic value of equity as the primary methods in analyzing and managing interest rate risk.

One of the tools that our management uses to measure short-term interest rate risk is a net interest income simulation model. This analysis calculates the difference between net interest income forecasted using base market rates and using a rising and a falling interest rate scenario. The income simulation model includes various assumptions regarding the re-pricing relationships for each of our products. Many of our assets are floating rate loans, which are assumed to re-price immediately, and proportional to the change in market rates, depending on their contracted index. Some loans and investments include the opportunity of prepayment (embedded options), and accordingly, the simulation model uses indexes to estimate these prepayments and reinvest their proceeds at current yields. Our non-term deposit products re-price overnight in the model while we project certain other deposits by product type to have stable balances based on our deposit history. This accounts for the portion of our portfolio that moves more slowly than market rates and changes at our discretion.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet remains static and that its structure does not change over the course of the year. It does not account for all factors that impact this analysis, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change.

Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment rates that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the assumptions may have significant effects on our net interest income.

For the rising and falling interest rate scenarios, the base market interest rate forecast was increased and decreased over twelve months by 200 and 100 basis points, respectively. At March 31, 2025, our net interest margin exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us.

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Table 32 presents our sensitivity to net interest income as of March 31, 2025 and March 31, 2024.

Table 32: Sensitivity of Net Interest Income


	Percentage Change from Base		Percentage Change from Base		March 31,
Interest Rate Scenario	March 31, 2025		March 31, 2024		2025 vs. 2024
Up 200 basis points	11.00	%	9.43	%	1.57	%
Up 100 basis points	5.61		4.84		0.77
Down 100 basis points	(6.24)		(5.81)		(0.43)
Down 200 basis points	(12.22)		(11.95)		(0.27)

There have been no material changes in our market risk exposure from March 31, 2024 to March 31, 2025. Our balance sheet mix has remained consistent. The target rate changes by the Federal Reserve have impacted our earnings, but our net interest income exposure is still within our current guidelines. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the target rate was reduced to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%. As of March 31, 2025, the Federal Reserve has not changed the rates during 2025.

Item 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Exchange Act report is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2025, which 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

There are no material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company or its subsidiaries are a party or of which any of their property is the subject.

Item 1A: Risk Factors

There were no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Form 10-K for the year ended December 31, 2024. See the discussion of our risk factors in the Form 10-K, as filed with the SEC. The risks described are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2025, the Company utilized a portion of its stock repurchase program which was most recently amended and re-approved by the Board of Directors on January 17, 2025, authorizing the repurchase of up 20,000,000 shares of the Company's common stock. The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of the Company’s common stock during the periods indicated:

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Period	Number of Shares Purchased	Average Price Paid Per Share Purchased		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs(1)
January 1 through January 31, 2025	290,000	$	30.21	290,000	19,710,000
February 1 through February 28, 2025	360,000	30.16		360,000	19,350,000
March 1 through March 31, 2025	350,000	28.72		350,000	19,000,000
Total	1,000,000			1,000,000

(1)The above described stock repurchase program has no expiration date.

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: Mine Safety Disclosures

Not applicable.

Item 5: Other Information

During the three months ended March 31, 2025, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6: Exhibits


Exhibit No.						Description of Exhibit
3.1						Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended)

3.2						Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.2 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended)

3.3						Second Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.3 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended)

3.4						Third Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.4 of Home BancShares’s registration statement on Form S-1 (File No. 333-132427), as amended)

3.5						Fourth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 8, 2007)

3.6						Fifth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 4.6 of Home BancShares’s registration statement on Form S-3 (File No. 333-157165))

3.7						Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed with the Secretary of State of the State of Arkansas on January 14, 2009 (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K, filed on January 21, 2009)

3.8						Seventh Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K filed on April 19, 2013)

3.9						Eighth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K filed on April 22, 2016)

3.10						Ninth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K filed on April 23, 2019)

3.11						Tenth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc. (incorporated by reference to Exhibit 4.11 of Home BancShares’s registration statement on Form S-8 (File No. 333-264409))

3.12						Eleventh Amendment to the Restated Articles of Incorporation of Home BancShares, Inc.*

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3.13						Amended and Restated Bylaws of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K filed on January 28, 2021)

3.14						Amendment to the Amended and Restated Bylaws of Home BancShares, Inc. (incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K filed on April 22, 2022)

4.1						Specimen Stock Certificate representing Home BancShares, Inc. Common Stock (incorporated by reference to Exhibit 4.12 of the Company’s registration statement on Form S-3ASR (File No. 333-261495))

4.2						Instruments defining the rights of security holders including indentures. Home BancShares hereby agrees to furnish to the SEC upon request copies of instruments defining the rights of holders of long-term debt of Home BancShares and its consolidated subsidiaries. No issuance of debt exceeds ten percent of the assets of Home BancShares and its subsidiaries on a consolidated basis.

10.1						Second Amendment to Executive Chairman Agreement by and between John W. Allison and Home BancShares, Inc., dated February 7, 2025 (incorporated by reference from Exhibit 10.12 of the Company’s Annual Report on Form 10-K, filed February 27, 2025)

10.2						Retirement Agreement by and between Tracy M. French and Home BancShares, Inc., dated February 27, 2025 (incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed February 28, 2025)

15						Acknowledgment of Independent Registered Public Accounting Firm*

31.1						CEO Certification Pursuant Rule 13a-14(a)/15d-14(a)*

31.2						CFO Certification Pursuant Rule 13a-14(a)/15d-14(a)*

32.1						CEO Certification Pursuant 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes – Oxley Act of 2002*

32.2						CFO Certification Pursuant 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes – Oxley Act of 2002*

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						InlineXBRL Taxonomy Extension Calculation Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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SIGNATURES

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

HOME BANCSHARES, INC.

(Registrant)


Date:	May 5, 2025	/s/ John W. Allison
		John W. Allison, Chairman and Chief Executive Officer

Date:	May 5, 2025	/s/ Brian S. Davis
		Brian S. Davis, Chief Financial Officer

Date:	May 5, 2025	/s/ Jennifer C. Floyd
		Jennifer C. Floyd, Chief Accounting Officer