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What changed in Bank First Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bank First Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+353 added−351 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Bank First Corp's 2025 10-K

353 paragraphs added · 351 removed · 279 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

57 edited+13 added−12 removed162 unchanged
Biggest changeBased on the deposit market share reports published by the FDIC on June 30, 2024, Bank First ranked in the top three of market share in five of the fourteen counties in which its branches are located. The fourteen counties in which the Bank has offices have an estimated aggregate population of 1,894,606, based on 2020 U.S.
Biggest changeOur main office is located at 402 N. 8th Street, Manitowoc, Wisconsin. Based on the deposit market share reports published by the FDIC on June 30, 2025, Bank First ranked in the top 3 of market share in 7 of the nineteen counties in which its branches are located.
In general, the Bank is subject to a base legal limit on loans to a single borrower equal to 15 percent of the Bank’s capital and unimpaired surplus, plus an additional 10 percent of the Bank’s capital and surplus, if the amount that exceeds the 15 percent general limit is fully secured by readily marketable collateral.
In general, the Bank is subject to a base legal limit on loans to a single borrower equal to 15% of the Bank’s capital and unimpaired surplus, plus an additional 10% of the Bank’s capital and surplus, if the amount that exceeds the 15% general limit is fully secured by readily marketable collateral.
The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Wisconsin or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other restrictions.
The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Wisconsin, Illinois or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other restrictions.
Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities. The assessments of our financial reporting controls as of December 31, 2024 are included in this report under “Item 9A. Controls and Procedures.” Corporate Governance.
Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities. The assessments of our financial reporting controls as of December 31, 2025 are included in this report under “Item 9A. Controls and Procedures.” Corporate Governance.
The banking agencies issued proposed rules in 2011 and previously issued guidance on sound incentive compensation policies. In 2016, the Federal Reserve and the OCC also proposed rules that would, depending upon the assets of the institution, directly regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping. As of December 31, 2024, these rules have not been implemented.
The banking agencies issued proposed rules in 2011 and previously issued guidance on sound incentive compensation policies. In 2016, the Federal Reserve and the OCC also proposed rules that would, depending upon the assets of the institution, directly regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping. As of December 31, 2025, these rules have not been implemented.
Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth. The Bank was well capitalized at December 31, 2024, and brokered deposits are not restricted.
Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth. The Bank was well capitalized at December 31, 2025, and brokered deposits are not restricted.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification 19 Table of Contents of money laundering risk for their foreign correspondent banking relationships.
Broadly, regulations applicable to the Bank include limitations on loans to a single borrower and to its directors, officers and employees; restrictions on the opening and closing of branch offices; the maintenance of required capital and liquidity ratios; the granting of credit under equal and fair conditions; the disclosure of the costs and terms of such credit; requirements to maintain reserves against deposits and loans; limitations on the types of investment that may be made by the Bank; and requirements governing risk management practices.
Broadly, regulations applicable to the Bank include limitations on loans to a single borrower and to its directors, officers and employees; restrictions on the opening and closing of branch offices; the maintenance of required capital and liquidity ratios; the granting of credit under equal and fair conditions; the disclosure of the costs and terms of such credit; requirements to maintain reserves against deposits and loans; limitations on the types of investment that may be made by the Bank; and 18 Table of Contents requirements governing risk management practices.
These laws and regulations include, among numerous other things, provisions that: ● limit the interest and other charges collected or contracted for by the Bank, including new rules respecting the terms of credit cards and of debit card overdrafts; ● govern the Bank’s disclosures of credit terms to consumer borrowers; ● require the Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the community it serves; ● prohibit the Bank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit; ● govern the manner in which the Bank may collect consumer debts; and ● prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services.
These laws and regulations include, among numerous other things, provisions that: ● limit the interest and other charges collected or contracted for by the Bank, including new rules respecting the terms of credit cards and of debit card overdrafts; ● govern the Bank’s disclosures of credit terms to consumer borrowers; ● require the Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the community it serves; ● prohibit the Bank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit; ● govern the manner in which the Bank may collect consumer debts; and ● prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services. 21 Table of Contents Mortgage Regulation.
In 2024, the Company and Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that the Company and Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2025.
In 2025, the Company and Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that the Company and Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2026.
As the Company and the Bank each had less than $10 billion in consolidated assets in 2024, they are not subject to the routine supervision of the CFPB, but this may change in the future as the Company and the Bank grow.
As the Company and the Bank each had less than $10 billion in consolidated assets in 2025, they are not subject to the routine supervision of the CFPB, but this may change in the future as the Company and the Bank grow.
The Bank is subject to the provisions of the CRA, which imposes a continuing and affirmative obligation, consistent with their safe and sound operation, to help meet the credit needs of entire communities where the Bank accepts deposits, including low- and moderate-income neighborhoods. The OCC’s assessment of the Bank’s CRA record is made available to the public.
Community Reinvestment Act. The Bank is subject to the provisions of the CRA, which imposes a continuing and affirmative obligation, consistent with their safe and sound operation, to help meet the credit needs of entire communities where the Bank accepts deposits, including low- and moderate-income neighborhoods. The OCC’s assessment of the Bank’s CRA record is made available to the public.
The prior approval of the OCC is required if the total of all dividends declared by a national bank (such as the Bank) in any calendar year will exceed the sum of such bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus.
The prior approval of the OCC is required if the total of all dividends declared 17 Table of Contents by a national bank (such as the Bank) in any calendar year will exceed the sum of such bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus.
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed 19 Table of Contents by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. Anti-Money Laundering .
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. Anti-Money Laundering .
The Department of Justice (“DOJ”), and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how 22 Table of Contents the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.
The Department of Justice (“DOJ”), and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.
However, on December 14, 2021, the OCC issued a final rule rescinding its 2020 CRA Rule and replacing it with a rule based largely on the prior rules adopted jointly by the federal banking agencies in 1995. The Bank had a rating of “Outstanding” in its most recent CRA evaluation.
However, on December 14, 2021, 20 Table of Contents the OCC issued a final rule rescinding its 2020 CRA Rule and replacing it with a rule based largely on the prior rules adopted jointly by the federal banking agencies in 1995. The Bank had a rating of “Outstanding” in its most recent CRA evaluation.
On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP; (ii) provide 17 Table of Contents an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations.
On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations were expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations.
The Company has adopted and implemented an Information Security Program to comply with the regulatory cybersecurity guidance. 21 Table of Contents Consumer Regulation. Activities of the Bank are subject to a variety of statutes and regulations designed to protect consumers.
The Company has adopted and implemented an Information Security Program to comply with the regulatory cybersecurity guidance. Consumer Regulation. Activities of the Bank are subject to a variety of statutes and regulations designed to protect consumers.
The Bank employed approximately 366 full-time equivalent employees (“FTE”), and had an average assets-to-FTE ratio of approximately $11.5 million for the year ended December 31, 2024. For more information, see the Bank’s website at www.bankfirst.com. Strategic Plan The Bank is a relationship-based community bank focused on providing innovative solutions that are value driven to the communities we serve.
The Bank employed approximately 380 full-time equivalent employees (“FTE”), and had an average assets-to-FTE ratio of approximately $11.9 million for the year ended December 31, 2025. For more information, see the Bank’s website at www.bankfirst.com. Strategic Plan The Bank is a relationship-based community bank focused on providing innovative solutions that are value driven to the communities we serve.
As of December 31, 2024, we had 32 nonaccrual loans totaling approximately $6.8 million, or 0.2% of total loans. For additional discussion related to nonperforming loans, see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as the notes to the consolidated financial statements. Loan Approval Certain credit risks are inherent in making loans.
As of December 31, 2025, we had 55 nonaccrual loans totaling approximately $5.8 million, or 0.2% of total loans. For additional discussion related to nonperforming loans, see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as the notes to the consolidated financial statements. Loan Approval Certain credit risks are inherent in making loans.
The CFPB also may participate in examinations of our other direct or indirect subsidiaries that offer consumer financial products 18 Table of Contents or services.
The CFPB also may participate in examinations of our other direct or indirect subsidiaries that offer consumer financial products or services.
We do not make any loans to any director, executive officer of the Bank, or the related interests of each, unless the loan is approved by the full board of directors of the Bank and is on terms not more favorable than would be available to a person not affiliated with the Bank. 9 Table of Contents Credit Administration and Loan Review Our loan review consists of both commercial and retail review where loan files are reviewed and risk ratings are validated.
We do not make any loans to any director, executive officer of the Bank, or the related interests of each, unless the loan is approved by the full board of directors of the Bank and is on terms not more favorable than would be available to any non-Regulation O customer. 9 Table of Contents Credit Administration and Loan Review Our loan review consists of both commercial and retail review where loan files are reviewed and risk ratings are validated.
We obtain a security interest in real estate whenever possible, in addition to any other available collateral, in order to increase the likelihood of the ultimate repayment of the loan. As of December 31, 2024, loans secured by real estate made up approximately $2.67 billion, or 75.8%, of our loan portfolio.
We obtain a security interest in real estate whenever possible, in addition to any other available collateral, in order to increase the likelihood of the ultimate repayment of the loan. As of December 31, 2025, loans secured by real estate made up approximately $2.67 billion, or 74.1%, of our loan portfolio.
As of December 31, 2024, commercial real estate loans made up approximately $1.75 billion or 49.9% of our loan portfolio. 10 Table of Contents ● Residential Mortgage Loans and Home Equity Loans. We originate and hold short-term and long-term first mortgages and traditional second mortgage residential real estate loans.
As of December 31, 2025, commercial real estate loans made up approximately $1.78 billion or 49.3% of our loan portfolio. 10 Table of Contents ● Residential Mortgage Loans and Home Equity Loans. We originate and hold short-term and long-term first mortgages and traditional second mortgage residential real estate loans.
We make available, free of charge, on or through our website, www.bankfirst.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and amendments to such filings, as soon as reasonably practicable after each is electronically filed with, or furnished to, the SEC. 13 Table of Contents Supervision and Regulation We are extensively regulated under federal and state law.
We make available, free of charge, on or through our website, www.bankfirst.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings pursuant to Section 13(a) or 15(d) of the Securities 13 Table of Contents Exchange Act of 1934, and amendments to such filings, as soon as reasonably practicable after each is electronically filed with, or furnished to, the SEC.
Our customers are generally individuals, small to medium-sized businesses and professional firms that are located in or conduct a substantial portion of their business in our market areas. At December 31, 2024, we had total loans receivable of $3.52 billion, representing approximately 78.3% of our total assets.
Our customers are generally individuals, small to medium-sized businesses and professional firms that are located in or conduct a substantial portion of their business in our market areas. At December 31, 2025, we had total loans receivable of $3.60 billion, representing approximately 80.1% of our total assets.
As of December 31, 2024, consumer loans made up approximately $55.4 million or 1.6% of our loan portfolio. Mortgage Banking Activities Our mortgage banking operations include correspondent or secondary market lending, and in-house mortgage lending (included in residential mortgage and home equity loan totals above). We conduct secondary market lending through Fannie Mae, Federal Home Loan Bank of Chicago, U.S.
As of December 31, 2025, consumer loans made up approximately $54.8 million or 1.5% of our loan portfolio. Mortgage Banking Activities Our mortgage banking operations include correspondent or secondary market lending, and in-house mortgage lending (included in residential mortgage and home equity loan totals above). We conduct secondary market lending through Fannie Mae, Federal Home Loan Bank of Chicago, U.S.
As a result of the Economic Growth Act, the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.
As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.
The Bank currently employs both a signature process through the line of business as well as credit administration and a committee process which involves the Bank’s board of directors each month. Both approvals and reviews of the credit actions are underwritten by an independent set of credit analysts who report to credit administration.
The Bank currently employs both an electronic signature process through the line of business as well as credit administration and a committee process which, above a certain dollar threshold, involves the Bank’s board of directors. Both approvals and reviews of the credit actions are underwritten by an independent set of credit analysts who report to credit administration.
We generally limit the extension of credit to 90% of the available equity of each property. As of December 31, 2024, residential mortgage loans and home equity loans made up approximately $913.2 million or 26.0% of our loan portfolio. ​ Commercial and Industrial Loans We have significant expertise in small to middle market commercial and industrial lending.
We generally limit the extension of credit to 90% of the available equity of each property. As of December 31, 2025, residential mortgage loans and home equity loans made up approximately $895.0 million or 24.8% of our loan portfolio. ​ Commercial and Industrial Loans We have significant expertise in small to middle market commercial and industrial lending.
As of December 31, 2024, construction and development loans made up approximately $278.0 million or 7.9% of our loan portfolio. 11 Table of Contents Consumer Loans We make a variety of loans to individuals for personal and household purposes, including secured and unsecured installment loans and revolving lines of credit.
As of December 31, 2025, construction and development loans made up approximately $215.5 million or 6.0% of our loan portfolio. 11 Table of Contents Consumer Loans We make a variety of loans to individuals for personal and household purposes, including secured and unsecured installment loans and revolving lines of credit.
It is also intended to safeguard the Bank’s depositors by diversifying the risk of credit losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Based upon the capitalization of the Bank at December 31, 2024, the Bank’s base legal lending limit was $65.6 million and the Bank’s internal lending limit was $52.5 million.
It is also intended to safeguard the Bank’s depositors by diversifying the risk of credit losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Based upon the capitalization of the Bank at December 31, 2025, the Bank’s base legal lending limit was $69 million and the Bank’s internal lending limit was $55.2 million.
This legal lending limit will increase or decrease as the Bank’s level of capital increases or decreases. In addition to the legal lending, management and the board of directors have established a more conservative, internal lending limit.
This legal lending limit will increase or decrease as the Bank’s level of capital increases or decreases. In addition to the legal lending, management and the board of directors have established a more conservative, internal lending limit which is currently set at 80% of our legal lending limit.
It is a wholly-owned subsidiary of the Bank, and its purpose is to hold the Bank’s 5.88% ownership interest in Generations Title, LLC, a Wisconsin title company. As of December 31, 2024, we had total consolidated assets of $4.50 billion, total loans of $3.52 billion, total deposits of $3.66 billion and total stockholders’ equity of $639.7 million.
It is a wholly-owned subsidiary of the Bank, and its purpose is to hold the Bank’s 5.88% ownership interest in Generations Title, LLC, a Wisconsin title company. As of December 31, 2025, we had total consolidated assets of $4.51 billion, total loans of $3.60 billion, total deposits of $3.70 billion and total stockholders’ equity of $643.8 million.
On October 24, 2023, the Office of the Comptroller of the Currency (“OCC”), Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations. The revised rules substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026, and revised data reporting requirements taking effect January 1, 2027.
In 2023, the Federal Reserve, OCC, and FDIC issued a final rule to modernize their respective CRA regulations. The revised rules would substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026, and revised data reporting requirements taking effect January 1, 2027.
The Guidance is triggered when CRE loan concentrations exceed either: ● Total reported loans for construction, land development, and other land of 100% or more of a bank ’ s total risk-based capital; or ● Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank ’ s total risk-based capital. 20 Table of Contents The Guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type.
The Guidance is triggered when CRE loan concentrations exceed either: ● Total reported loans for construction, land development, and other land of 100% or more of a bank ’ s total risk-based capital; or ● Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land of 300% or more of a bank ’ s total risk-based capital.
Market Area Bank First is a full-service community bank, offering business and retail products and services in communities throughout Wisconsin. Our branches are located in Brown, Columbia, Dane, Fond du Lac, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Shawano, Sheboygan, Waupaca, and Winnebago counties. Our main office is located at 402 N. 8th Street, Manitowoc, Wisconsin.
Market Area Bank First is a full-service community bank, offering business and retail products and services in communities throughout Wisconsin and Illinois. Our branches are located in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in Wisconsin and Winnebago county in Illinois.
Our goal is to review every commercial relationship of $750,000 or more at least once in a five-year period. Our retail review consists of selecting a percentage of specific files on an annual basis, and reviewing them for policy compliance. Results of completed loan reviews are disclosed in writing, along with management responses, to the Loan Committee.
Our goal is to review approximately 40% of the commercial portfolio annually. Our retail review consists of selecting a percentage of specific files on an annual basis, and reviewing them for policy compliance. Results of completed loan reviews are disclosed in writing, along with management responses, to the Loan Committee.
As of December 31, 2024, commercial and industrial loans made up approximately $500.4 million or 14.2% of our loan portfolio. We provide a mix of variable and fixed rate commercial and industrial loans.
As of December 31, 2025, commercial and industrial loans made up approximately $647.1 million or 18.0% of our loan portfolio. We provide a mix of variable and fixed rate commercial and industrial loans.
For our loan commitments, a serial sign-off process is utilized up to $25,000,000, requiring multiple signatures for a loan approval. This process ensures that the necessary parties at all authority levels are aware of and approve the commitment. The Bank’s board of directors is involved in credits above this level after they have been through the serial sign-off process.
For our loan commitments, a serial sign-off process is utilized up to our in-house lending limit, requiring multiple signatures for a loan approval. This process ensures that the necessary parties at all authority levels are aware of and approve the commitment.
The following is a brief summary that does not purport to be a complete description of all regulations that affect us or all aspects of those regulations.
Supervision and Regulation We are extensively regulated under federal and state law. The following is a brief summary that does not purport to be a complete description of all regulations that affect us or all aspects of those regulations.
The Bank’s culture celebrates diversity, creativity, and responsiveness, with the highest ethical standards. Employees are supported and encouraged to develop their careers. They are empowered with the tools to be successful and are held accountable for the results they deliver to our customers and shareholders. We maintain a strong credit culture as a foundation of sound asset quality.
The Bank’s culture celebrates curiosity, creativity, and responsiveness, while embracing individual differences and upholding the highest ethical standards. Employees are supported and encouraged to develop their careers. They are empowered with the tools to be successful and are held accountable for the results they deliver to our customers and shareholders.
In addition, as discussed in more detail below, the Bank and any other of our subsidiaries that offer consumer financial products and services are subject to regulation and potential supervision by the Consumer Financial Protection Bureau (“CFPB”).
Banking organizations may also be subject to heightened supervisory expectations relating to risk management, internal controls, and contingency planning as regulatory standards evolve. In addition, as discussed in more detail below, the Bank and any other of our subsidiaries that offer consumer financial products and services are subject to regulation and potential supervision by the Consumer Financial Protection Bureau (“CFPB”).
Regulation of the Company We are registered as a bank holding company with the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). As such, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements.
As such, we are subject to comprehensive supervision and regulation by the Federal Reserve and are subject to its regulatory reporting requirements.
This collaboration fuels a stronger foundation for innovation and connects us to our communities. 7 Table of Contents Our strategic priorities are organized around the CAMELS ratings, including Capital, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Market Risk. We have also added a sixth category to prioritize our strategic goals surrounding Information Technology.
The Bank focuses on creating value for its customers and shareholders by forging strong relationships and offering personalized solutions. 7 Table of Contents Our strategic plan is organized around the CAMELS ratings, including Capital, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Market Risk. We have also added a sixth category to prioritize our strategic goals surrounding Information Technology.
See Item 1A. Risk Factors -- We are subject to lending concentration risk, which could cause our regulators to restrict our ability to grow – for a discussion of our risks regarding CRE exposure. Community Reinvestment Act.
The Guidance also applies when a bank has a sharp increase in CRE loans or has significant concentrations of CRE secured by a particular property type. See Item 1A. Risk Factors -- We are subject to lending concentration risk, which could cause our regulators to restrict our ability to grow – for a discussion of our risks regarding CRE exposure.
As part of our effort to attract and retain employees, we offer a broad range of benefits, including health, dental and vision insurance, life and disability insurance, cell phone and health club reimbursement, an employee assistance program, educational tuition reimbursement, annual clothing allowance, an employee referral program, 401(k) retirement plan, profit sharing, a flex spending cafeteria plan, and generous paid time off.
To attract and retain top talent, we offer a comprehensive benefits package that includes health, dental, and vision insurance, life and disability coverage, cell phone and gym membership reimbursements, an employee assistance program, educational tuition reimbursement, an annual clothing allowance, a cell phone reimbursement for all employees, an employee referral program, a 401(k) retirement plan with substantial company match, a flexible spending account, and generous paid time off.
The Bank has twenty-six (26) offices, including its headquarters, in Brown, Columbia, Dane, Fond du Lac, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Shawano, Sheboygan, Waupaca, Waushara, and Winnebago counties in the State of Wisconsin. We serve businesses, professionals and consumers with a wide variety of financial services, including retail and commercial banking.
The Bank has thirty-eight (38) offices, including its headquarters, in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in the State of Wisconsin and Winnebago county in the State of Illinois.
Census data, and total deposits of approximately $62.5 billion as of June 30, 2024, according to the most recent data published by the FDIC. Competition The banking business is highly competitive, and we face competition in our market areas from many other local, regional, and national financial institutions.
Competition The banking business is highly competitive, and we face competition in our market areas from many other local, regional, and national financial institutions.
These policies and procedures include officer and customer lending limits, with approval process for larger loans, documentation examination, and follow-up procedures for any exceptions to credit policies. Our loan approval policies provide for various levels of officer lending authority.
These policies and procedures include clearly defined lending limits, approval processes for all loan sizes, documentation examination, procedures for required follow-up where applicable, and pre and post-closing loan review processes. Our loan approval policies provide for various levels of officer lending authority.
We believe employees to be our greatest asset and that our future success depends on our ability to attract, retain and develop a qualified workforce representative of the customers and communities we serve. Professional development is a key priority, which is facilitated through our many corporate development initiatives including extensive training programs, corporate mentoring, leadership programs, and educational reimbursement.
We view our employees as our most valuable asset, and our future success hinges on our ability to build and develop a skilled workforce that reflects the diversity of our customers and the communities we serve. Professional development is a priority, and we support this through various initiatives, including comprehensive training programs, career pathing, leadership development opportunities, and educational reimbursement.
As of December 31, 2024, approximately 73% of our employees self-identified as female and approximately 7% self-identified as people of color. Our talent acquisition, development, and retention focus was on rewarding merit and achievement while nurturing and progressing skilled talent across various segments of the Bank.
Approximately 73% of our employees self-identified as female and approximately 6% self-identified as people of color. Our approach to talent acquisition, development, and retention emphasizes rewarding merit and achievement while supporting the growth and advancement of skilled talent across the Bank. Women represent 17% of our Board of Directors and 36% of our senior management team.
We believe our compensation package and benefits are competitive with others in our industry. For additional information regarding our employee benefit plans, see “Note 17 – Employee Benefit Plans” to our consolidated financial statements included in this report. ​ Bank First currently has approximately 366 FTEs.
We are confident that our compensation and benefits offerings are highly competitive within our industry. For more detailed information about our employee benefit plans, please refer to “Note 17 – Employee Benefit Plans” in the consolidated financial statements included in this report. As of December 31, 2025, Bank First had approximately 380 full-time equivalent employees.
We also review our securities for potential credit deterioration at least quarterly. Human Capital Resources ​ Our Company culture emphasizes our longstanding dedication to being respectful to others and having a workforce that is representative of the communities we serve.
We also review our securities for potential credit deterioration at least quarterly. Human Capital Resources ​ Our company culture is built on a long-standing commitment to respect, fairness, and creating an environment where all employees feel valued.
The Bank’s vision is to sustain its independence by remaining a top-performing provider of financial services in Wisconsin. The Bank focuses on creating value for its customers and shareholders by forging strong relationships and offering personalized and innovative solutions.
We maintain a strong credit culture as a foundation of sound asset quality. The Bank’s vision is to sustain its independence by remaining a top-performing provider of financial services.
Our talent acquisition teams partner with hiring managers in sourcing and presenting a diverse slate of qualified candidates to strengthen our organization. All of our employees are chosen on the basis of their qualifications and merit.
Our talent acquisition teams work closely with hiring managers to ensure a broad range of qualified candidates are considered, reinforcing our commitment to building a strong and dynamic workforce. All hiring decisions are based on merit and qualifications.
Embracing inclusivity and a sense of belonging is at the core of our values, recognizing that diverse perspectives, backgrounds, and experiences strengthen our ability to meet the needs of our associates, communities, clients and shareholders. We believe in attracting, retaining and promoting quality talent and recognize that diversity makes us stronger as a Company.
We believe that fostering a sense of belonging and embracing a variety of viewpoints, experiences, and backgrounds enhances our ability to serve the needs of our employees, customers, communities, and shareholders. We focus on attracting, developing, and promoting top-tier talent, understanding that varied perspectives strengthen our organization.
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Bank First is focused on building a culture which encourages, supports and celebrates diversity and inclusion for our employees, customers and communities.
Added
We serve businesses, professionals and consumers with a wide variety of financial services, including retail and commercial banking.
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Under the heading of Capital, our priorities include (i) growing capital through strong earnings, (ii) assessing and monitoring short and long term capital goals, and (iii) deploying capital in the best interest of our shareholders. Under the heading of Asset Quality, our top priority is maintaining a strong credit culture.
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Our strategic priorities related to Capital focus on deploying capital in the best interest of our shareholders. Our Asset Quality priorities include maintaining strong credit administration, managing concentration exposure in our loan portfolio, and continuing to automate manual processes across the Bank.
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Under the heading of Management, our priorities are (i) to evaluate our talent to ensure alignment with core competencies, (ii) sustain and build upon employee engagement, and (iii) to maintain a robust vendor management program. Under the heading of Earnings, our priorities include (i) growing and strengthening relationships, and (ii) evaluating and pursuing prudent acquisitions and de novo growth.
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Our strategic goals related to Management are focused on improving processes and procedures to make it easier for frontline employees to serve our customers. To continue growing Earnings, we will emphasize strengthening existing customer relationships and building new ones, as well as continuing to selectively seek acquisition opportunities. The completion of the Centre 1 Bancorp, Inc.
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Under the Liquidity heading, our priorities are (i) ensure that liquidity levels are adequate for anticipated needs, and (ii) to maintain a relationship-centric customer portfolio. Under the heading of Sensitivity to Market Risk, our priorities include (i) minimizing optionality, and (ii) maintaining rate neutrality.
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(“Centre”) acquisition on January 1, 2026, reflects our continued execution of this strategy and further strengthens our market presence and relationship-based banking model. Closely related to Earnings, we will maintain our strong Liquidity ratios by focusing on growing our customer base, one relationship at a time.
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Finally, under the heading of Information Technology, our strategic priorities include (i) advancing our digital strategy to match internal and external customer expectations, (ii) enhancing the flexibility in our core environment, (iii) monitoring the current cybersecurity environment, and (iii) training employees on cybersecurity risk and prudent responses.
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Our priorities related to Sensitivity to Market Risk continue to be minimizing optionality and maintaining interest rate neutrality. Finally, our Information Technology strategic initiatives include continually enhancing our cybersecurity environment and enhancing training for customers and employees, transforming our data into more accessible, actionable formats, and providing a world-class digital banking experience for our customers.
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One-third (33%) of our Board members and 42% of our Senior Management team identify as female. None of our employees are represented by any collective bargaining unit or is a party to a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.
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The nineteen counties in which the Bank has offices have an estimated aggregate population of 2,560,274, based on current U.S. Census data, and total deposits of approximately $81 billion as of June 30, 2025, according to the most recent data published by the FDIC.
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The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) signed into law in May 2018 scaled back certain requirements of the Dodd-Frank Act and provided other regulatory relief.
Added
In addition, fintech and other non-bank competitors may offer financial services through embedded or platform-based models that integrate payments, lending or financial management tools directly into non-financial applications, which may further intensify competition for certain customers.
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Among the provisions of the Economic Growth Act was a requirement that the Federal Reserve raise the asset threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement (“Policy Statement”) to $3 billion.
Added
The Bank’s board of directors is involved in credits above this level after they have been through the serial sign-off process.
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As a result, as of the effective date of that change in 2018, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank. The Company crossed above the $3 billion threshold during the third quarter of 2022 and is now required to adhere to these capital rules.
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Human capital initiatives are overseen by Senior Management and supported by the Board of Directors as part of the Company’s overall business strategy.
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For more information regarding Accounting Standards Update No. 2016-13, which introduced CECL as the methodology to replace the current “incurred loss” methodology for financial assets measured at amortized cost, and changed the approaches for recognizing and recording credit losses on available-for-sale debt securities and purchased credit impaired financial assets, including the required implementation date for the Company, see the notes to the Company’s consolidated financial statements for the year ended December 31, 2024.
Added
None of our employees are represented by a collective bargaining unit or covered by a collective bargaining agreement. We maintain positive employee relations and have not experienced any work stoppages or operational disruptions related to labor matters. We believe our workforce stability and employee engagement support the consistent delivery of high-quality service to our customers and communities.
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Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarify eligible CRA activities. The final rules were challenged in federal court and a preliminary injunction was granted in March 2024 enjoining implementation of the rules.
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As the Company grows in size or complexity, we may become subject to additional supervisory expectations, including enhanced examination, reporting, or governance requirements. Regulation of the Company We are registered as a bank holding company with the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).
Removed
The effective dates will be extended for each day the injunction remains in place, pending the resolution of the lawsuit. If the final rules are reinstated, they are likely to make it more challenging and/or costly for the Bank to receive a rating of at least “satisfactory” on its CRA exam. Privacy and Data Security.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

90 edited+28 added−14 removed134 unchanged
Biggest changeWe are unable to predict changes in interest rates, which are affected by factors beyond our control, including inflation, deflation, recession, unemployment, money supply, and other changes in financial markets. We have ongoing policies and procedures designed to manage the risks associated with changes in market interest rates and actively manage these risks through hedging and other risk mitigation strategies.
Biggest changeA significant reduction in our net interest income could have a material adverse impact on our capital, financial 23 Table of Contents condition and results of operations. We are unable to predict changes in interest rates, which are affected by factors beyond our control, including inflation, deflation, recession, unemployment, money supply, and other changes in financial markets.
Net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense that we pay on interest-bearing liabilities, is a major component of our income and our primary source of revenue from our operations. Narrowing of interest rate spreads could adversely affect our earnings and financial condition.
Net interest income, which is the difference between the interest income that we earn on interest-earning assets and the interest expense that we pay on interest-bearing liabilities, is a major component of our income and our primary source of revenue from our operations. Narrowing interest rate spreads could adversely affect our earnings and financial condition.
If the overall economic climate, including employment rates, real estate markets, interest rates and general economic growth, in the United States, generally, or Wisconsin, specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and the levels of nonperforming loans, charge-offs and delinquencies could rise and require additional provisions for credit losses, which would cause our net income and return on equity to decrease.
If the overall economic climate, including employment rates, real estate markets, interest rates and general economic growth, in the United States, generally, or Wisconsin or Illinois specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and the levels of nonperforming loans, charge-offs and delinquencies could rise and require additional provisions for credit losses, which would cause our net income and return on equity to decrease.
In addition, our acquisition activities could be material to our business and involve a number of significant risks, including the following: incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operating of our existing business; using inaccurate estimates and judgments to evaluate credit, operations, management, and market risks with respect to the target company or the assets and liabilities that we seek to acquire; exposure to potential asset quality issues of the target company; intense competition from other banking organizations and other potential acquirers, many of which have substantially greater resources than we do; potential exposure to unknown or contingent liabilities of banks and businesses we acquire, including, without limitation, liabilities for regulatory and compliance issues; inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and other projected benefits of the acquisition; incurring time and expense required to integrate the operations and personnel of the combined businesses; inconsistencies in standards, procedures, and policies that would adversely affect our ability to maintain relationships with customers and employees; experiencing higher operating expenses relative to operating income from the new operations; creating an adverse short-term effect on our results of operations; losing key employees and customers; significant problems related to the conversion of the financial and customer data of the entity; integration of acquired customers into our financial and customer product 28 Table of Contents systems; potential changes in banking or tax laws or regulations that may affect the target company; or risks of impairment to goodwill or litigation risk.
In addition, our acquisition activities could be material to our business and involve a number of significant risks, including the following: incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operating of our existing business; using inaccurate estimates and judgments to evaluate credit, operations, management, and market risks with respect to the target company or the assets and liabilities that we seek to acquire; exposure to potential asset quality issues of the target company; intense competition from other banking organizations and other potential acquirers, many of which have substantially greater resources than we do; potential exposure to unknown or contingent liabilities of banks and businesses we acquire, including, without limitation, liabilities for regulatory and compliance issues; inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and other projected benefits of the acquisition; incurring time and expense required to integrate the operations and personnel of the combined businesses; inconsistencies in standards, procedures, and policies that would adversely affect our ability to maintain relationships with customers and employees; experiencing higher operating expenses relative to operating income from the new operations; creating an adverse short-term effect on our results of operations; losing key employees and customers; significant problems related to the conversion of the financial and customer data of the entity; integration of acquired customers into our financial and customer product systems; potential changes in banking or tax laws or regulations that may affect the target company; or risks of impairment to goodwill or litigation risk.
Although we believe we have appropriate information security procedures and controls in place, our technologies, systems, networks, and our clients’ devices may become the target of cyberattacks that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our clients’ confidential, proprietary and other information, or otherwise disrupt our or our clients’ business operations.
Although we believe we have appropriate information security procedures and controls in place, our technologies, systems, networks, devices, and our clients’ devices may become the target of cyberattacks that could result in the unauthorized access, release, gathering, monitoring, misuse, loss or destruction of our or our clients’ confidential, proprietary and other information, or otherwise disrupt our or our clients’ business operations.
We face strong competition from financial services companies and other companies that offer banking services. We conduct our banking operations primarily in Wisconsin. Many of our competitors offer the same, or a wider variety of, banking services within our market areas, and we compete with them for the same customers.
We face strong competition from financial services companies and other companies that offer banking services. We conduct our banking operations primarily in Wisconsin and Illinois. Many of our competitors offer the same, or a wider variety of, banking services within our market areas, and we compete with them for the same customers.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, security, consumer protection, employment, and other laws applicable to the use of AI.
Any regional or local economic downturn that affects Wisconsin or existing or prospective borrowers or property values in such areas may affect us and our profitability more significantly and adversely than our competitors whose operations are less geographically concentrated.
Any regional or local economic downturn that affects Wisconsin or Illinois or existing or prospective borrowers or property values in such areas may affect us and our profitability more significantly and adversely than our competitors whose operations are less geographically concentrated.
While we have policies, procedures, and systems designed to prevent or limit the effect of possible failures, interruptions, or breaches in security of information systems and business continuity programs designed to provide services in the case of such events, there is no guarantee that these safeguards or programs will address all of the threats that continue to evolve. ​ The development and use of artificial intelligence (AI) presents risks and challenges that may adversely impact our business. ​ The Company or its third-party (or fourth party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products.
While we have policies, procedures, and systems designed to prevent or limit the effect of possible failures, interruptions, or compromises in the security of information systems and business continuity programs designed to provide services in the case of such events, there is no guarantee that these safeguards or programs will address all of the threats that continue to evolve. ​ The development and use of artificial intelligence (AI) presents risks and challenges that may adversely impact our business. ​ The Company or its third-party (or fourth party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products.
As such, we cannot guarantee that the anticipated long-term benefits of these system enhancements and operational initiatives will be realized. ​ We rely extensively on information technology systems to operate our business and an interruption or security breach may disrupt our business operations, result in reputational harm, and have an adverse effect on our operations. ​ As a complex financial institution, we rely extensively on our information technology systems to operate our business, including to process, record, and monitor a large number of client transactions on a continuous basis.
As such, we cannot guarantee that the anticipated long-term benefits of these system enhancements and operational initiatives will be realized. ​ We rely extensively on information technology systems to operate our business and an interruption or security incident may disrupt our business operations, result in reputational harm, and have an adverse effect on our operations. ​ As a complex financial institution, we rely extensively on our information technology systems to operate our business, including to process, record, and monitor a large number of client transactions on a continuous basis.
Our future success, including our ability to achieve our growth and profitability goals, is dependent on the ability of our management team to execute on our long-term business strategy, which requires them to, among other things: maintain and enhance our reputation; attract and retain experienced and talented bankers in each of our markets; maintain adequate funding sources, including by continuing to attract stable, low-cost deposits; enhance our market penetration in our metropolitan markets and maintain our leadership position in our community markets; improve our operating efficiency; implement new technologies to enhance the client experience and keep pace with our competitors; identify attractive acquisition targets, close on such acquisitions on favorable terms and successfully integrate acquired businesses; attract and maintain commercial banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas; attract sufficient loans that meet prudent credit standards; originate conforming residential mortgage loans for resale into secondary market to provide mortgage banking income; maintain adequate liquidity and regulatory capital and comply with applicable federal and state banking regulations; manage our credit, interest rate and liquidity risks; develop new, and grow our existing, streams of noninterest income; oversee the performance of third-party service providers that provide material services to our business; and control expenses in line with current projections.
Our future success, including our ability to achieve our growth and profitability goals, is dependent on the ability of our management team to execute on our long-term business strategy, which is subject to various internal and external factors, and which requires them to, among other things: maintain and enhance our reputation; attract and retain experienced and talented bankers in each of our markets; maintain adequate funding sources, including by continuing to attract stable, low-cost deposits; enhance our market penetration in our metropolitan markets and maintain our leadership position in our community markets; improve our operating efficiency; implement new technologies to enhance the client experience and keep pace with our competitors; identify attractive acquisition targets, close on such acquisitions on favorable terms and successfully integrate acquired businesses; attract and maintain commercial banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas; attract sufficient loans that meet prudent credit standards; originate conforming residential mortgage loans for resale into secondary market to provide mortgage banking income; maintain adequate liquidity and regulatory capital and comply with applicable federal and state banking regulations; manage our credit, interest rate and liquidity risks; develop new, and grow our existing, streams of noninterest income; oversee the performance of third-party service providers that provide material services to our business; and control expenses in line with current projections.
A deterioration in economic conditions in the global and financial markets as well as our primary market areas caused by inflation, recession, pandemics, outbreaks of hostilities or other international or domestic occurrences, unemployment, trade policies and tariffs, plant or business closings or downsizing, changes in securities markets or other factors could result in the following consequences, any of which could materially and adversely affect our business: increased loan delinquencies; problem assets and foreclosures; significant write-downs of asset values; lower demand for our products and services; reduced low cost or noninterest-bearing deposits; intangible asset impairment; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing our customers’ ability to repay outstanding loans, and reducing the value of assets and collateral associated with our existing loans.
A deterioration in economic conditions in the global and financial markets as well as our primary market areas caused by inflation, recession, pandemics, outbreaks of hostilities or other international or domestic occurrences, unemployment, trade policies and tariffs, plant or business closings or downsizing, changes in securities markets or other factors could result in the following consequences, any of which could materially and adversely affect our business: increased loan delinquencies; problem assets and foreclosures; significant write-downs of asset values; lower demand for our products and services; reduced low cost or noninterest-bearing deposits or increased volatility in customer deposit balances; intangible asset impairment; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing our customers’ ability to repay outstanding loans, and reducing the value of assets and collateral associated with our existing loans.
If, as a result of an examination, an agency was to determine that the financial, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of any of our operations had become unsatisfactory, or violates any law or regulation, such agency may take certain remedial or enforcement actions it deems appropriate to correct any deficiency.
If, as a result of an examination, an agency was to determine whether the financial, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of any of our operations had become unsatisfactory, or violates any law or regulation, such agency may take certain remedial or enforcement actions it deems appropriate to correct any deficiency.
In addition, some of our competitors are subject to less regulation and/or more favorable tax treatment, which may put us at a competitive disadvantage. ​ We may not be able to successfully implement current or future information technology system enhancements and operational initiatives, which could adversely affect our business operations and profitability. ​ We continue to invest significant resources in our core information technology systems in order to provide functionality and security at an appropriate level, and to improve our operating efficiency and to streamline our client experience.
In addition, some of our competitors are subject to less regulation and/or more favorable tax treatment, which may put us at a competitive disadvantage. ​ 29 Table of Contents We may not be able to successfully implement current or future information technology system enhancements and operational initiatives, which could adversely affect our business operations and profitability. ​ We continue to invest significant resources in our core information technology systems in order to provide functionality and security at an appropriate level, and to improve our operating efficiency and to streamline our client experience.
We could face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
We could face the risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
This geographic concentration imposes risks from lack of geographic diversification, as adverse economic developments in Wisconsin, among other things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure losses on loans and reduce the value of our loans and loan servicing portfolio.
This geographic concentration imposes risks from lack of geographic diversification, as adverse economic developments in Wisconsin or Illinois, among other things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure losses on loans and reduce the value of our loans and loan servicing portfolio.
In particular, a substantial majority of our liabilities in 2024 were checking accounts and other liquid deposits, which are payable on demand or upon several days' notice, while by comparison, a substantial majority of our assets were loans, which cannot be called or sold in the same time frame.
In particular, a substantial majority of our liabilities in 2025 were checking accounts and other liquid deposits, which are payable on demand or upon several days' notice, while by comparison, a substantial majority of our assets were loans, which cannot be called or sold in the same time frame.
Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.
Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the 30 Table of Contents manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.
Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, issues at a third-party vendor of a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason, or poor performance of services, could adversely affect our ability to deliver products and 32 Table of Contents services to our clients and otherwise conduct our business.
Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, issues at a third-party vendor of a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason, or poor performance of services, could adversely affect our ability to deliver products and services to our clients and otherwise conduct our business.
We have established processes and procedures intended to identify, measure, monitor, report, and analyze the types of risk to which we are subject, including strategic, market, credit, liquidity, capital, cybersecurity, operational, regulatory compliance, litigation, and reputational.
We have established processes and procedures intended to identify, measure, monitor, report, and analyze the types of risk to which we are subject, including strategic, market, credit, liquidity, capital, cybersecurity, operational, regulatory compliance, litigation, and reputation.
Any damage or failure that causes breakdowns or disruptions in our client relationship management, general ledger, deposit, loan and other systems could 30 Table of Contents damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on us.
Any damage or failure that causes breakdowns or disruptions in our client relationship management, general ledger, deposit, loan and other systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on us.
Fraud schemes are broad 31 Table of Contents and can include debit card/credit card fraud, check fraud, NSF fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of our clients through the use of falsified or stolen credentials, employee fraud, information fraud, and other malfeasance.
Fraud schemes are broad and can include debit card/credit card fraud, check fraud, NSF fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of our clients through the use of falsified or stolen credentials, employee fraud, information fraud, and other malfeasance.
While we are not aware of any material cybersecurity incidents on our computer or other information technology systems, there can be no assurance that we will not be the victim of successful cyberattacks in the future that could cause us to suffer material losses.
While we are not aware of any actual or reasonably likely material cybersecurity incidents on our computer or other information technology systems, there can be no assurance that we will not be the victim of successful cyberattacks in the future that could cause us to suffer material losses.
Inflation could negatively impact our business, our profitability and our stock price . Inflation continued rising in the fourth quarter of 2024, and inflationary pressures may remain elevated into 2025.
Inflation could negatively impact our business, our profitability and our stock price . Inflation continued rising in the fourth quarter of 2025, and inflationary pressures may remain elevated into 2026.
In addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property appraisals, title information, equipment pricing and valuation and employment and income documentation, in deciding which loans we will originate, as well as the terms of those loans.
In addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property appraisals, title information, equipment 31 Table of Contents pricing and valuation and employment and income documentation, in deciding which loans we will originate, as well as the terms of those loans.
In addition to bank level liquidity management, we must manage liquidity at holding company for various needs including potential capital infusions into subsidiaries, the servicing of debt, the payment of dividends on our common stock, and share repurchases.
In addition to bank level liquidity management, we must manage liquidity at holding company for various needs including potential capital infusions into subsidiaries, the servicing of debt, the payment of dividends on our common stock, and share 24 Table of Contents repurchases.
Information security risks have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties.
Information security risks have generally increased in recent years in part because of the proliferation of new technologies, including artificial intelligence, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties.
The CFPB also has authority to take enforcement actions, including cease-and-desist orders or civil monetary penalties, if it finds that we offer consumer financial products and services in violation of federal consumer financial protection laws.
The CFPB also has authority to take enforcement actions, including cease-and-desist orders or civil 34 Table of Contents monetary penalties, if it finds that we offer consumer financial products and services in violation of federal consumer financial protection laws.
Sanctions or tariffs imposed by the United States and other countries in response to such conflict could further adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. 23 Table of Contents Changes in interest rates may have an adverse effect on our net interest income.
Sanctions or tariffs imposed by the United States and other countries in response to such conflict could further adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. Changes in interest rates may have an adverse effect on our net interest income.
Additionally, inflation may lead to a decrease in consumer and clients’ purchasing power and negatively affect the need or demand for our products and services. If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit 24 Table of Contents extensions.
Additionally, inflation may lead to a decrease in consumer and clients’ purchasing power and negatively affect the need or demand for our products and services. If significant inflation continues, our business could be negatively affected by, among other things, increased default rates leading to credit losses which could decrease our appetite for new credit extensions.
If our risk management framework proves ineffective, we could suffer unexpected losses, we may have to expend resources detecting and correcting the failure in our systems, and we may be subject to potential claims from third parties and government agencies. We may also suffer reputational damage.
If our risk management framework proves ineffective, we could suffer unexpected losses, we may have to expend resources detecting and correcting the failure in our systems, and we may be subject to potential claims from third parties and government agencies.
However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty. We establish reserves for legal claims when payments associated with the claims become probable and the losses can be reasonably estimated.
However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty. 33 Table of Contents We establish reserves for legal claims when payments associated with the claims become probable and the losses can be reasonably estimated.
Commercial real estate (“CRE”) is cyclical and poses risks of loss to us due to our concentration levels and risk of the asset, especially during a difficult economy, including the current stressed economy. As of December 31, 2024, 49.9% of our loan portfolio was comprised of loans secured by commercial real estate.
Commercial real estate (“CRE”) is cyclical and poses risks of loss to us due to our concentration levels and risk of the asset, especially during a difficult economy, including the current stressed economy. As of December 31, 2025, 49.3% of our loan portfolio was comprised of loans secured by commercial real estate.
Our credit risk approval and monitoring procedures may fail to identify or reduce these credit risks, as some of these risks are outside of our control, and they cannot completely eliminate all credit risks related to our loan portfolio.
Our credit risk approval and monitoring procedures may fail to 25 Table of Contents identify or reduce these credit risks, as some of these risks are outside of our control, and they cannot completely eliminate all credit risks related to our loan portfolio.
Increases in funding, deposit insurance or other 34 Table of Contents costs as a result of these types of events have and could in the future materially adversely affect our financial condition and results of operations.
Increases in funding, deposit insurance or other costs as a result of these types of events have and could in the future materially adversely affect our financial condition and results of operations.
If the Bank fails to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected. We may also be required to satisfy additional capital 35 Table of Contents adequacy standards as determined by the Federal Reserve.
If the Bank fails to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected. We may also be required to satisfy additional capital adequacy standards as determined by the Federal Reserve.
In addition, we may incur significant training, licensing, maintenance, consulting, and amortization expense during and after implementation, and any such costs may 29 Table of Contents continue for an extended period of time.
In addition, we may incur significant training, licensing, maintenance, consulting, and amortization expense during and after implementation, and any such costs may continue for an extended period of time.
In addition to dividends from the Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all.
In addition to dividends from the Bank, we have historically had access to a number of alternative sources of liquidity, including the capital markets, but there is no assurance that we will be able to obtain such liquidity on terms that are favorable to us, or at all, particularly during periods of market stress.
In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank.
In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain 35 Table of Contents the capital of a subsidiary bank.
Moreover, the financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict or trade wars.
In addition, the financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict or trade wars.
As of December 31, 2024, approximately 75.8% of our loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. This includes collateral consisting of income producing and residential construction properties, which properties tend to be more sensitive to general economic conditions and downturns in real estate markets.
As of December 31, 2025, approximately 74.1% of our loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. This includes collateral consisting of income producing and residential construction properties, which properties tend to be more sensitive to general economic conditions and downturns in real estate markets.
Further, bank failures, such as the ones occurring in 2023, have and may in the future diminish public confidence in small and regional banks’ abilities to safeguard deposits in excess of federally insured limits, which could prompt customers to maintain their deposits with larger financial institutions.
Further, bank failures have and may in the future diminish public confidence in small and regional banks’ abilities to safeguard deposits in excess of federally insured limits, which could prompt customers to maintain their deposits with larger financial institutions.
A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.
A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, costly remediation or monitoring requirements, imposition of restrictions on merger and 36 Table of Contents acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.
These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer. Changes in the cost and availability of funding due to changes in the deposit market and credit market may adversely affect our capital resources, liquidity, and financial results.
Inflationary pressures may also adversely affect the valuation of certain balance sheet assets. These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer. Changes in the cost and availability of funding due to changes in the deposit market and credit market may adversely affect our capital resources, liquidity, and financial results.
If our reputation is negatively affected by the actions of our employees or otherwise, including as a result of operational errors, clerical or record-keeping errors, or those resulting from faulty or disabled computer or telecommunications systems or a successful cyberattack against us or other unauthorized release or loss of client information, our reputation, business, and our operating results may be materially adversely affected.
If our reputation is negatively affected by the actions of our employees or otherwise, including as a result of 32 Table of Contents operational errors, clerical or record-keeping errors, or those resulting from faulty or disabled computer or telecommunications systems or a successful cyberattack against us or other unauthorized release or loss of client information, or by the actions or failures of third-party service providers or business partners, our reputation, business, and our operating results may be materially adversely affected.
The Bank is subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital which the Bank must maintain. From time to time, the regulators implement changes to these regulatory capital adequacy guidelines.
The Company may be subject to more stringent capital requirements. The Bank is subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital which the Bank must maintain. From time to time, the regulators implement changes to these regulatory capital adequacy guidelines.
Failure to successfully integrate businesses that we acquire could have an adverse effect on our profitability, return on equity, return on assets, or our ability to implement our strategy, any of which in turn could have a material adverse effect on our business, financial condition, and results of operations. The fair value of our investment securities may decline.
Failure to successfully integrate businesses that we acquire could have an adverse effect on our profitability, return on equity, return on assets, or our ability to implement our strategy, any of which in turn could have a material adverse effect on our business, financial condition, and results of operations.
We continue to invest in systems, resources, and controls to detect and prevent fraud. There are inherent limitations, however, to our risk management strategies, systems, and controls as they may exist, or develop in the future. We may not appropriately anticipate, monitor, or identify these risks.
There are inherent limitations, however, to our risk management strategies, systems, and controls as they may exist, or develop in the future. We may not appropriately anticipate, monitor, or identify these risks.
As of December 31, 2024, the fair value of our available for sale securities portfolio was approximately $223.1 million. Factors beyond our control can significantly influence the fair value of our securities and can cause adverse changes to the fair value of these securities.
As of December 31, 2025, the fair value of our available for sale securities portfolio was approximately $164.4 million. Factors beyond our control can significantly influence the fair value of our securities and can cause adverse changes to the fair value of these securities.
It is impossible to predict or identify all such factors and, as a result, you should not consider the following factors to be a complete discussion of the risks, uncertainties and assumptions that could materially and adversely affect our assets, business, cash flows, condition (financial or otherwise), liquidity, prospects, results of operations and the trading price of our common stock.
It is impossible to predict or identify all such factors and, as a result, you should not consider the following factors to be a complete discussion of the risks, uncertainties and assumptions that could materially and adversely affect our assets, business, cash flows, condition (financial or otherwise), liquidity, prospects, results of operations and the trading price of our common stock. 22 Table of Contents In addition, certain statements in the following risk factors constitute forward-looking statements.
In addition, we expect that the allowance for credit losses under the CECL standard to be more volatile and as such could have an impact on our results of operations.
In addition, we expect that the allowance for credit losses under the CECL standard to be more volatile and sensitive to changes in economic conditions, portfolio composition, and model assumptions, and as such could have an impact on our results of operations.
We make various assumptions and judgments about the collectability of our loan and lease portfolio and utilize these assumptions and judgments when determining the provision and allowance for credit losses.
Our provision and allowance for credit losses may not be adequate to cover actual credit losses. We make various assumptions and judgments about the collectability of our loan and lease portfolio and utilize these assumptions and judgments when determining the provision and allowance for credit losses.
Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations.
Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the potential erosion of Federal Reserve independence could negatively impact financial markets and impact our profitability.
Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than previously estimated. An increase in the size of our mortgage servicing rights portfolio may increase our interest rate risk.
Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than previously estimated. An increase in the size of our mortgage servicing rights portfolio may increase our interest rate risk and may result in increased volatility in reported earnings due to non-cash fair value adjustments.
This could result in a failure to maintain adequate liquidity and higher funding costs, reducing our net interest margin and net interest income. In addition, our access to deposits may be affected by the liquidity needs of our depositors.
This could result in a failure to maintain adequate liquidity and higher funding costs, reducing our net interest margin and net interest income. In addition, our access to deposits may be affected by the liquidity needs of our depositors and by changes in customer confidence, market sentiment or perceptions regarding the financial services industry.
Our business and financial performance are vulnerable to weak economic conditions in the financial markets generally and specifically in the state of Wisconsin, the principal market in which we conduct business.
We are operating in an uncertain economic environment. Our business and financial performance are vulnerable to weak economic conditions in the financial markets generally and specifically in the states of Wisconsin and Illinois, the principal markets in which we conduct business.
Any of these consequences could adversely affect our business, financial condition, or results of operations. Our regulators require us to report fraud promptly, and regulators often advise banks of new schemes to enable the entire industry to adapt as quickly as possible. However, some level of fraud loss is unavoidable, and the risk of loss cannot be eliminated.
Our regulators require us to report fraud promptly, and regulators often advise banks of new schemes to enable the entire industry to adapt as quickly as possible. However, some level of fraud loss is unavoidable, and the risk of loss cannot be eliminated.
A mortgage servicing right is the right to service a mortgage loan - collect principal, interest and escrow amounts - for a fee. We measure and carry our residential mortgage servicing rights using the fair value measurement method.
Changes in interest rates may change the value of our mortgage servicing rights portfolio, which may increase the volatility of our earnings. A mortgage servicing right is the right to service a mortgage loan - collect principal, interest and escrow amounts - for a fee. We measure and carry our residential mortgage servicing rights using the fair value measurement method.
Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations and prospects. The Company may be subject to more stringent capital requirements.
Regulatory authorities have broad discretion in enforcing “source of strength” obligations, and any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations and prospects.
The FDIC insures deposits at FDIC-insured depository institutions, such as the Bank, up to applicable limits. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system.
Our deposit insurance premiums could be substantially higher in the future, which could have a material adverse effect on our future earnings. The FDIC insures deposits at FDIC-insured depository institutions, such as the Bank, up to applicable limits. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system.
We anticipate that the integration of businesses that we may acquire in the future will be a time-consuming and expensive process, even if the integration process is effectively planned and implemented.
In addition, we may fail to realize some or all of the anticipated benefits of completed acquisitions. We anticipate that the integration of businesses that we may acquire in the future will be a time-consuming and expensive process, even if the integration process is effectively planned and implemented.
We believe that our continued growth and future success will depend in large part on the skills of our management team and our ability to motivate and retain these individuals and other key individuals.
We believe that our continued growth and future success will depend in large part on the skills of our management team and our ability to motivate and retain these individuals and other key individuals in a competitive labor market for experienced 27 Table of Contents banking and financial services professionals.
Criminals are turning to new sources to steal personally identifiable information in order to impersonate our clients to commit fraud. Our anti-fraud actions are both preventative (anticipating lines of attack, educating employees and clients, making operational changes) and responsive (remediating actual attacks). We have established policies, processes, and procedures to identify, measure, monitor, mitigate, report, and analyze these risks.
Our anti-fraud actions are both preventative (anticipating lines of attack, educating employees and clients, making operational changes) and responsive (remediating actual attacks). We have established policies, processes, and procedures to identify, measure, monitor, mitigate, report, and analyze these risks. We continue to invest in systems, resources, and controls to detect and prevent fraud.
The number of financial institutions headquartered in Wisconsin, the Midwest United States, and across the country continues to decline through merger and other consolidation activity. In the event that attractive acquisition opportunities arise, we would likely face competition for such acquisitions from other banking and financial companies, many of which have significantly greater resources and may have more attractive valuations.
In the event that attractive acquisition opportunities arise, we would likely face competition for such acquisitions from other banking and financial companies, many of which have significantly greater resources and may have more attractive valuations.
Most recently there has been an increase in class action lawsuits filed claiming deceptive practices or violations of account terms in connection with non-sufficient fees or overdraft charges and violations of the Fair Labor Standards Act (FLSA). We manage these risks through internal controls, personnel training, insurance, litigation management, our compliance and ethics processes, and other means.
Most recently there has been an increase in class action lawsuits filed claiming deceptive practices or violations of account terms in connection with non-sufficient fees or overdraft charges and violations of the Fair Labor Standards Act (FLSA).
These regulations affect the Bank’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes.
Banking regulations are primarily intended to protect depositors’ funds and the safety and soundness of the banking system as a whole, and not shareholders. These regulations affect the Bank’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes.
Furthermore, our strategic initiatives may result in an increase in expense, divert management attention, take away from other opportunities that may have proved more successful, negatively impact operational effectiveness or impact employee morale.
Furthermore, our strategic initiatives may result in an increase in expense, divert management attention, take away from other opportunities that may have proved more successful, negatively impact operational effectiveness or impact employee morale. Pursuing multiple strategic initiatives simultaneously, including acquisitions, technology investments or geographic expansion, may place additional strain on management, personnel, systems, and controls.
In addition, the Federal Reserve has the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business.
Both the Company and the Bank are subject to various regulatory restrictions relating to the payment of dividends. In addition, the Federal Reserve has the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business.
While we have historically been able to replace maturing deposits and advances as necessary, we may not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. 25 Table of Contents Our provision and allowance for credit losses may not be adequate to cover actual credit losses.
Moreover, our clients could withdraw their deposits in favor of alternative investments or non-bank financial products. While we have historically been able to replace maturing deposits and advances as necessary, we may not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason.
Additionally, there can be no assurance that we will ultimately realize the anticipated benefits of these strategic initiatives, or that these strategic initiatives will positively impact our organization. 27 Table of Contents We depend on our executive officers and other key individuals to continue the implementation of our long-term business strategy and could be harmed by the loss of their services and our inability to make up for such loss with qualified replacements.
We depend on our executive officers and other key individuals to continue the implementation of our long-term business strategy and could be harmed by the loss of their services and our inability to make up for such loss with qualified replacements.
Furthermore, our pursuit of acquisitions may disrupt our business, and any equity that we issue as merger consideration may have the effect of diluting the value of your investment. In addition, we may fail to realize some or all of the anticipated benefits of completed acquisitions.
In addition, the completion of acquisitions is subject to regulatory approvals, which may be delayed, conditioned or denied, and regulatory conditions may reduce the anticipated benefits of a transaction. Furthermore, our pursuit of acquisitions may disrupt our business, and any equity that we issue as merger consideration may have the effect of diluting the value of your investment.
Additionally, all of our operating locations are within the state of Wisconsin, and a significant majority of our loans and deposits are made to borrowers or received from depositors who live and/or primarily conduct business in Wisconsin. Therefore, our success will depend in large part upon the general economic conditions in this area, which we cannot predict with certainty.
Additionally, all our operating locations are within the states of Wisconsin and Illinois, and a significant majority of our loans and deposits are made to borrowers or received from depositors who live and/or primarily conduct business in Wisconsin and Illinois.
Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.
The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.
In addition, these projects could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.
Systems conversions or enhancements may also result in data inaccuracies, service disruptions, or other operational issues that could negatively affect our customers or internal processes. In addition, these projects could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.
The loss of any of their service could reduce our ability to successfully implement our long-term business strategy, our business could suffer and the value of our common stock could be materially adversely affected. The success of our operating model depends on our ability to attract and retain talented bankers and associates in each of our markets.
The loss of any of their service could reduce our ability to successfully implement our long-term business strategy, disrupt key client or business relationships, or result in a loss of institutional knowledge, our business could suffer and the value of our common stock could be materially adversely affected.
In addition, as interest rates rise, we may have to offer more attractive interest rates to depositors to compete for deposits, or pursue other sources of liquidity, such as wholesale funds. ​ On the other hand, decreasing interest rates reduce our yield on our variable rate loans and on our new loans, which reduces our net interest income.
In addition, as interest rates rise, we may have to offer more attractive interest rates to depositors to compete for deposits, or pursue other sources of liquidity, such as wholesale funds, and may experience changes in the market value of our interest-earnings assets, including our investment securities portfolio.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. See “Business-Supervision and Regulation.” Tax law changes and interpretations may have a negative impact on our earnings.
Federal and state fair lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations.
We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties. Federal and state fair lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions.
Our future success may depend, in part, on our ability to use technology competitively to offer products and services 26 Table of Contents that provide convenience to customers and create additional efficiencies in our operations.
Competition is increasingly focused on digital capabilities, customer experience, speed, and convenience, and failure to meet evolving customer expectations may adversely affect our competitive position. Our future success may depend, in part, on our ability to use technology competitively to offer products and services that provide convenience to customers and create additional efficiencies in our operations.
Damage to our reputation could also negatively impact our credit ratings and impede our access to the capital markets. We rely on other companies to provide key components of our business infrastructure.
Damage to our reputation could also negatively impact our credit ratings and impede our access to the capital markets. In addition, negative publicity or adverse public perception, whether or not factually accurate, may spread rapidly and be difficult to remediate, which could further exacerbate reputational harm. We rely on other companies to provide key components of our business infrastructure.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+8 added−4 removed2 unchanged
Biggest changeThe ISO’s responsibilities include the following: ● Developing a plan to conduct and complete the CAT on an annual basis; ● Working with the VP-Director of Technology to evaluate the results of the CAT; ● Leading employee efforts during the CAT to facilitate timely responses from across the Bank; ● Setting the target state of cybersecurity preparedness that best aligns to the Board of Directors’ approved risk appetite; ● Reviewing, approving, and supporting plans to address risk management and control weaknesses; ● Analyzing and presenting the results of the CAT to the full Board of Directors; ● Providing periodic cybersecurity updates to the full Board of Directors; ● Overseeing the performance of ongoing monitoring to remain nimble and agile in addressing evolving areas of cybersecurity risk; and ● Overseeing the Bank’s cybersecurity preparedness. ● Finally, the Company has established an Information Technology Committee to support the ISO in implementing the CAT, document formal action plans to be presented to the Board of Directors, enforce and implement the controls established by the CAT, and ensure employee compliance with internal controls ​ ​ 39 Table of Contents
Biggest changeThe ISO’s responsibilities include the following: ● Developing a plan to conduct and complete the CRI on an annual basis; ● Working with the Chief Information Officer to evaluate the results of the CRI; ● Leading employee efforts during the CRI to facilitate timely responses from across the Bank; ● Setting the target state of cybersecurity preparedness that best aligns to the Board of Directors’ approved risk tolerance; ● Reviewing, approving, and supporting plans to address risk management and enhancing controls; 39 Table of Contents ● Analyzing and presenting the results of the CRI to the full Board of Directors; ● Providing periodic cybersecurity updates to the full Board of Directors; ● Overseeing the performance of ongoing monitoring to address evolving areas of cybersecurity risk; ● Overseeing frequent testing/auditing activities, cybersecurity risk assessments, vulnerability scanning, penetration testing, monitoring of external threat intelligence and supplier risk sources, and 24/7 incident monitoring to inform our understanding of the cybersecurity risk landscape; ● Overseeing the Bank’s cybersecurity preparedness. ​ Finally, the Company has established an Information Technology Committee to support the ISO in implementing the CRI, documenting formal action plans to be presented to the Board of Directors, enforcing and implementing the controls established by the CRI, and assisting in ensuring employee compliance with internal controls. ​ ​ 40 Table of Contents
For the past five years, he has served as the Bank’s Enterprise Risk Manager, and as ISO for the past three years. In 2022, he earned the Certified Banking Security Manager certification from SBS Cybersecurity.
For the past six years, he has served as the Bank’s VP-Enterprise Risk Manager, and as ISO for the past three years. In 2022, he earned the Certified Banking Security Manager certification from SBS Cybersecurity.
The Information Security Officer (“ISO”) and the Company’s Information Technology Committee conduct and review the CAT annually to identify changes to the Company’s inherent risk profile; when new threats arise or when considering changes to the business strategy, such as expanding operations, offering new products and services, or entering into new third-party relationships that support critical activities.
The Information Security Officer (“ISO”) and the Company’s management-level Information Technology Committee conduct and review the CRI annually to identify changes to the Company’s inherent impact tier and risk profile; when new threats arise or when considering changes to the business strategy, such as expanding operations, offering new products and services, or entering into new third-party relationships that support critical activities.
The ISO works closely with the Director of Technology to ensure that the Bank’s cybersecurity controls are in line with established internal culture, Board expectations and risk appetite, and all regulatory requirements.
The ISO works closely with the Chief Information Officer to ensure that the Bank’s cybersecurity controls are in line with established internal culture, Board expectations and risk appetite, and all regulatory requirements.
The Board of Directors’ responsibilities for cybersecurity risk management and strategy include the following: ● Engaging management in establishing the Bank’s vision, risk appetite, and overall strategic direction; ● Approving plans to ensure the use of the CAT; ● Reviewing management’s analysis of the CAT results, inclusive of any reviews or opinions on the results issued by independent risk management or internal audit functions regarding those results; ● Reviewing management’s determination of whether the Bank’s cybersecurity preparedness is aligned with its risks; ● Reviewing and approving plans to address any risk management or control weaknesses; and ● Reviewing the results of management’s ongoing monitoring of the Bank’s exposure to and preparedness for cyber threats.
The Board of Directors’ responsibilities for cybersecurity risk management and strategy, some of which are delegated to the Audit Committee, include the following: ● Engaging management in establishing the Bank’s vision, risk tolerance, and overall strategic direction; ● Approving plans to ensure the use of the CRI; ● Reviewing management’s analysis of the CRI results, inclusive of any reviews or opinions on the results issued by independent risk management or internal audit functions regarding those results; ● Reviewing management’s determination of whether the Bank’s cybersecurity preparedness is aligned with its risks; ● Reviewing and approving plans to address and enhance any risk management procedures or controls; and ● Reviewing the results of management’s ongoing monitoring of the Bank’s exposure to and preparedness for cyber threats.
Risk Factors for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure. 38 Table of Contents Board and Management Governance The Company’s Board of Directors recognizes the importance of maintaining the trust and confidence of our customers, employees, and shareholders, including the risks associated with cybersecurity threats.
Please see Part I, Item 1A. Risk Factors for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure. Board and Management Governance The Company’s Board of Directors recognizes the importance of maintaining the trust and confidence of our customers, employees, and shareholders, including the risks associated with cybersecurity threats.
This program includes the following components: ● Mandatory annual cybersecurity employee training for all employees; ● Training specifically targeted to Senior Management and Information Technology staff; ● Bimonthly review of emerging security trends by the Information Technology Committee; ● Mandatory annual cybersecurity Board training; ● Periodic communication to employees highlighting internal control requirements and information about common threats or fraud schemes; and ● Periodic communication to the Bank’s customers highlighting emerging threats and good cybersecurity hygiene.
Among others, this program includes the following components: ● Mandatory annual cybersecurity employee training for all employees; ● Training specifically targeted to Senior Management and Information Technology staff; ● Monthly cybersecurity phishing simulation campaigns; ● Quarterly review of emerging security trends by the management-level Risk Management Committee; ● Mandatory annual cybersecurity Board training; and ● Periodic communication to employees highlighting internal control requirements and information about common threats or fraud schemes.
To date, we have not experienced a cybersecurity incident that has materially impacted our business strategy, results of operations, or financial condition. Despite our efforts, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information.
Despite our efforts, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information. We face risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, result of operations or financial condition.
The CAT incorporates cybersecurity-related principles from the FFIEC Information Technology Examination Handbook and regulatory guidance, and concepts from other industry standards, including the National Institute of Standards and Technology Cybersecurity Framework. The CAT consists of two parts: Cybersecurity Inherent Risk Profile and Cybersecurity Maturity.
The CRI incorporates cybersecurity-related principles from the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, regulatory guidance, and concepts from other industry standards. The CRI consists of two parts: Impact tiering, which is used to identify the Bank’s cybersecurity maturity expectations; and the risk assessment.
The Company has also appointed an ISO, who reports directly to the Audit Committee and to the Chief Executive Officer and shares a co-sourced relationship with a third party consultant. The ISO has been with Bank First for over 10 years in various operational and administrative roles.
The Board’s oversight of cybersecurity risk is supported by our ISO, who reports directly to the Audit Committee and to the Chief Legal Counsel and shares a co-sourced relationship with a third-party consultant. The ISO attends Audit Committee meetings and provides cybersecurity updates to the Audit Committee.
Removed
The Bank’s approach to cybersecurity risk management and strategy is based on the Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool (“CAT”), which provides a repeatable and measurable process for evaluating cybersecurity preparedness and assessing, identifying, and managing material risks from cybersecurity threats.
Added
The Bank’s approach to cybersecurity risk management and strategy is based on the Cyber Risk Institute (“CRI”) Profile, which is a comprehensive, industry-standard cybersecurity framework tailored for the financial sector to assess risk and ensure regulatory compliance.
Removed
Completion of both parts of the CAT allow management and the Board to evaluate whether the Company’s cybersecurity risk and preparedness are aligned. The Cybersecurity Inherent Risk Profile is the level of risk posed to the Company by technologies and connection types, delivery channels, online/mobile products and technology services, organizational characteristics and external threats.
Added
Completion of both parts of the CRI allows management and the Board to evaluate whether the Company’s cybersecurity risk and preparedness are aligned. The CRI impact tiering is a self-assessment, prompting questions to customize the profile assessment, based on the institution’s risk and activities. The risk assessment portion of the CRI contains diagnostic statements grouped by function, category and subcategory.
Removed
Cybersecurity Maturity is designed to help management measure the Company’s level of risk and corresponding controls under the following five domains: (i) Cyber Risk Management and Oversight; (ii) Threat Intelligence and Collaboration; (iii) Cybersecurity Controls; (iv) External Dependency Management; and (v) Cyber Incident Management and Resilience.
Added
The risk assessment indicates the applicability of each diagnostic statement to each impact tier level. Each statement is given an assessment rating with supporting rationale and evidence provided to justify the rating given. Functions in the risk assessment portion include: (i) Govern; (ii) Identify; (iii) Protect; (iv) Detect; (v) Respond; (vi) Recover; and (vii) Extend.
Removed
We face risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, result of operations or financial condition. Please see Part I, Item 1A.
Added
The Company retains external consultants to assist in the development and monitoring processes for assessing, identifying, and managing potential cybersecurity threats. The Company engages third-party service providers to conduct evaluations of security controls including through penetration testing and independent assessments, and to provide consulting regarding recommended practices to address new challenges.
Added
The Company also requires third-party service providers to report on cybersecurity incidents so the Bank can assess their impact. As part of the Bank’s vendor management process, the Bank conducts information security due diligence of third-parties with whom the Bank will interact, including risk profiling and classification.
Added
The Company’s 38 Table of Contents vendor risk management program includes regular reviews and oversight of all service providers in accordance with a risk profile classification. To date, we have not experienced a cybersecurity incident that has, or is reasonably likely to have, materially impacted our business strategy, results of operations, or financial condition.
Added
The ISO also provides annual risk assessments and reports regarding the information security program to the full Board. Cybersecurity risk metrics and program updates are reported to management and the Audit Committee on a regular cadence, with periodic director education sessions supporting oversight.
Added
The Audit Committee is also involved in oversight of potentially significant cybersecurity incidents, which are evaluated for materiality without unreasonable delay, consistent with SEC rules. The ISO has been with Bank First for over 12 years in various operational and administrative roles.

Item 2. Properties

Properties — owned and leased real estate

8 edited+3 added−1 removed1 unchanged
Biggest changeWisconsin Avenue ​ Appleton, Wisconsin, 54913 ​ Lease Bellevue ​ 2747 Manitowoc Road ​ Green Bay, Wisconsin, 54311 ​ Own Cambridge ​ 221 W. Main Street ​ Cambridge, Wisconsin, 53523 ​ Own Cedarburg ​ W61 N529 Washington Avenue ​ Cedarburg, Wisconsin, 53012 ​ Own Clintonville ​ 135 S. Main Street ​ Clintonville, Wisconsin, 54929 ​ Own Denmark ​ 103 E.
Biggest changeWisconsin Avenue ​ Appleton, Wisconsin, 54913 ​ Lease Bellevue ​ 2747 Manitowoc Road ​ Green Bay, Wisconsin, 54311 ​ Own Beloit ​ 345 E. Grand Avenue ​ Beloit, Wisconsin, 53511 ​ Own Beloit ​ 1882 E. Inman Parkway ​ Beloit, Wisconsin, 53511 ​ Own Cambridge ​ 221 W.
Main Street ​ Denmark, Wisconsin, 54208 ​ Own Fond du Lac ​ 825 W. Johnson Street ​ Fond du Lac, Wisconsin, 54935 ​ Own Howard ​ 1951 Shawano Avenue ​ Howard, Wisconsin, 54303 ​ Own Iola ​ 295 E.
Shore Drive ​ Delavan, Wisconsin, 53115 ​ Own Denmark ​ 103 E. Main Street ​ Denmark, Wisconsin, 54208 ​ Own Fond du Lac ​ 825 W. Johnson Street ​ Fond du Lac, Wisconsin, 54935 ​ Own Howard ​ 1951 Shawano Avenue ​ Howard, Wisconsin, 54303 ​ Own Iola ​ 295 E.
We believe these premises will be adequate for present and anticipated needs and that we have adequate insurance to cover our owned and leased premises.
The addresses of these offices are provided below. We believe these premises will be adequate for present and anticipated needs and that we have adequate insurance to cover our owned and leased premises.
Green Bay Street ​ Shawano, Wisconsin, 54166 ​ Own Sheboygan ​ 2600 Kohler Memorial Drive ​ Sheboygan, Wisconsin, 53081 ​ Own Tomah ​ 110 W.
Green Bay Street ​ Shawano, Wisconsin, 54166 ​ Own Sheboygan ​ 2600 Kohler Memorial Drive ​ Sheboygan, Wisconsin, 53081 ​ Own Sturgeon Bay ​ 3854 Old Highway Road ​ Sturgeon Bay, Wisconsin, 54235 ​ Own Tomah ​ 110 W.
Main Street ​ Pardeeville, Wisconsin, 53954 ​ Own Plymouth ​ 2700 Eastern Avenue ​ Plymouth, Wisconsin, 53073 ​ Own Poynette ​ 105 S. Main Street ​ Poynette, Wisconsin, 53955 ​ Own Reedsville ​ 100 Mill Street ​ Reedsville, Wisconsin, 54230 ​ Own Shawano ​ 835 E.
Koeller Street ​ Oshkosh, Wisconsin, 54902 ​ Own Pardeeville ​ 512 S. Main Street ​ Pardeeville, Wisconsin, 53954 ​ Own Plymouth ​ 2700 Eastern Avenue ​ Plymouth, Wisconsin, 53073 ​ Own Poynette ​ 105 S. Main Street ​ Poynette, Wisconsin, 53955 ​ Own Reedsville ​ 100 Mill Street ​ Reedsville, Wisconsin, 54230 ​ Own Rockton ​ 300 E.
Veterans Street ​ Tomah, Wisconsin, 54660 ​ Own Two Rivers ​ 1703 Lake Street ​ Two Rivers, Wisconsin, 54241 ​ Own Valders ​ 167 Lincoln Street ​ Valders, Wisconsin, 54245 ​ Own Watertown ​ 104 W. Main Street ​ Watertown, Wisconsin, 53094 ​ Own Waupaca ​ 111 Jefferson Street ​ Waupaca, Wisconsin, 54981 ​ Own Wautoma ​ 105 N.
Veterans Street ​ Tomah, Wisconsin, 54660 ​ Own Two Rivers ​ 1703 Lake Street ​ Two Rivers, Wisconsin, 54241 ​ Own Valders ​ 167 Lincoln Street ​ Valders, Wisconsin, 54245 ​ Own Walworth ​ 105 State Road 67 ​ Walworth, Wisconsin, 53184 ​ Own Watertown ​ 104 W.
State Street ​ Iola, Wisconsin, 54945 ​ Own Kiel ​ 110 Fremont Street ​ Kiel, Wisconsin, 53042 ​ Own Manitowoc ​ 2915 Custer Street ​ Manitowoc, Wisconsin, 54220 ​ Own Mishicot ​ 110 Baugniet Street ​ Mishicot, Wisconsin, 54228 ​ Own Oshkosh ​ 1159 N. Koeller Street ​ Oshkosh, Wisconsin, 54902 ​ Own Pardeeville ​ 512 S.
State Street ​ Iola, Wisconsin, 54945 ​ Own Janesville ​ 2111 Holiday Drive ​ Janesville, Wisconsin, 53545 ​ Own Kiel ​ 110 Fremont Street ​ Kiel, Wisconsin, 53042 ​ Own Manitowoc ​ 2915 Custer Street ​ Manitowoc, Wisconsin, 54220 ​ Own Mishicot ​ 110 Baugniet Street ​ Mishicot, Wisconsin, 54228 ​ Own Monroe ​ 1625 10 th Street ​ Monroe, Wisconsin, 53566 ​ Own Oshkosh ​ 1159 N.
ITEM 2. PROPERTIES Our main office is located at 402 North 8 th Street, Manitowoc, Wisconsin 54220. Including its main office, the Bank operates twenty-six (26) additional branches located in fourteen (14) counties in Wisconsin. The addresses of these offices are provided below.
ITEM 2. PROPERTIES Our main office is located at 402 North 8 th Street, Manitowoc, Wisconsin 54220. Including its main office, the Bank operates thirty-eight (38) branches located in nineteen (19) counties in Wisconsin and Illinois, which includes the branches that were acquired in connection with the Company’s acquisition of Centre on January 1, 2026.
Removed
Plaza Road ​ Wautoma, Wisconsin, 54982 ​ Own ​ ​ ​ ​ ​ ​ ​ ​
Added
Main Street ​ Cambridge, Wisconsin, 53523 ​ Own Cedarburg ​ W61 N529 Washington Avenue ​ Cedarburg, Wisconsin, 53012 ​ Own Clinton ​ 500 Peck Avenue ​ Clinton, Wisconsin, 53525 ​ Own Clintonville ​ 135 S. Main Street ​ Clintonville, Wisconsin, 54929 ​ Own Darien ​ 218 N. Walworth Street ​ Darien, Wisconsin, 53114 ​ Own Delavan ​ 1221 S.
Added
Main Street ​ Rockton, Illinois, 61072 ​ Own Roscoe ​ 5360 Bridge Street ​ Roscoe, Illinois, 61073 ​ Own Shawano ​ 835 E.
Added
Main Street ​ Watertown, Wisconsin, 53094 ​ Own Waupaca ​ 111 Jefferson Street ​ Waupaca, Wisconsin, 54981 ​ Own Wautoma ​ 105 N. Plaza Road ​ Wautoma, Wisconsin, 54982 ​ Own Winnebago ​ 500 N. Elida Street ​ Winnebago, Illinois, 61088 ​ Own ​ ​ ​ ​ ​ ​ ​ ​ 41 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that none of these matters, even if it resolved adversely to the Company, will have a material adverse effect on the Company’s consolidated financial position. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ ​ 40 Table of Contents PART II
Biggest changeAlthough the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that none of these matters, even if resolved adversely to the Company, will have a material adverse effect on the Company’s consolidated financial position. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ ​ 42 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following performance graph and related information are neither “soliciting material” nor “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 BFC ​ $ 100.00 ​ $ 93.78 ​ $ 106.21 ​ $ 138.13 ​ $ 130.76 ​ $ 152.04 Russell 2000 ​ 100.00 ​ 118.36 ​ 134.57 ​ 105.56 ​ 121.49 ​ 133.60 Nasdaq Bank ​ 100.00 ​ 86.37 ​ 116.64 ​ 88.96 ​ 84.70 ​ 112.45 ​ ​ ITEM 6.
Biggest changeThe following performance graph and related information are neither “soliciting material” nor “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ ​ ​ 12/31/20 ​ ​ ​ 12/31/21 ​ ​ ​ 12/31/22 ​ ​ ​ 12/31/23 ​ ​ ​ 12/31/24 ​ ​ ​ 12/31/25 BFC ​ $ 100.00 ​ $ 113.25 ​ $ 147.30 ​ $ 139.43 ​ $ 162.13 ​ $ 208.66 Russell 2000 ​ 100.00 ​ 113.69 ​ 89.18 ​ 102.64 ​ 112.93 ​ 125.68 Nasdaq Bank ​ 100.00 ​ 135.04 ​ 103.00 ​ 98.07 ​ 130.19 ​ 167.68 ​ ​ ITEM 6.
The excise tax applies to all of the stock of a covered corporation regardless of whether the corporation has profits or losses. The impact of the IRA on our consolidated financial statements will be dependent on the extent of stock repurchases made in current and future periods.
The excise tax applies to all of the stock of a covered corporation regardless of whether the corporation has profits or losses. The impact of the IRA on our consolidated 43 Table of Contents financial statements will be dependent on the extent of stock repurchases made in current and future periods.
The table below sets forth information regarding repurchases of our common stock during the fourth quarter of 2024 under that program and other repurchases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum Number ​ ​ ​ ​ ​ ​ ​ of Shares Repurchased as ​ of Shares ​ ​ ​ ​ ​ ​ ​ Part of ​ that May Yet Be ​ ​ Total Number of Shares ​ Average Price Paid per ​ Publicly Announced ​ Purchased Under the (in thousands, except per share data) ​ Repurchased ​ Share (1) ​ Plans or Programs ​ Plans or Programs (2) October 2024 — ​ $ — — 175,611 November 2024 — ​ — — 175,611 December 2024 — ​ — — 175,611 Total — ​ $ — — 175,611 (1) The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transactions expenses.
The table below sets forth information regarding repurchases of our common stock during the fourth quarter of 2025 under that program and other repurchases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ ​ ​ Maximum Number ​ ​ ​ ​ ​ ​ ​ of Shares Repurchased as ​ of Shares ​ ​ ​ ​ ​ ​ ​ Part of ​ that May Yet Be ​ ​ Total Number of Shares ​ Average Price Paid per ​ Publicly Announced ​ Purchased Under the (in thousands, except per share data) ​ Repurchased ​ Share (1) ​ Plans or Programs ​ Plans or Programs (2) October 2025 — ​ $ — — 204,158 November 2025 — ​ — — 204,158 December 2025 — ​ — — 204,158 Total — ​ $ — — 204,158 (1) The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transactions expenses.
(2) Based on the closing price per share as of December 31, 2024 ($99.09). The Inflation Reduction Act of 2022 (“IRA”) created a new nondeductible 1% excise tax on repurchases of corporate stock by certain publicly traded corporations or their specified affiliates after December 31, 2022.
(2) Based on the closing price per share as of December 31, 2025 ($121.82). The Inflation Reduction Act of 2022 (“IRA”) created a new nondeductible 1% excise tax on repurchases of corporate stock by certain publicly traded corporations or their specified affiliates after December 31, 2022.
Share Repurchase Program On February 21, 2024, the Company reactivated its share repurchase program, pursuant to which the Company may repurchase up to $30 million of its common stock, par value $0.01 per share, for a period of one (1) year ending on February 20, 2025.
Share Repurchase Program On February 18, 2025, the Company reactivated its share repurchase program, pursuant to which the Company may repurchase up to $50 million of its common stock, par value $0.01 per share, for a period of one (1) year ending on February 17, 2026.
The trading volume of Bank First’s common stock is less than that of banks with larger market capitalizations, even though Bank First has improved accessibility to its common stock first through its listing on Nasdaq. As of February 28, 2025, Bank First had approximately 1,583 shareholders of record, 11,515,130 shares issued and 9,994,639 shares outstanding.
The trading volume of Bank First’s common stock is less than that of banks with larger market capitalizations, even though Bank First has improved accessibility to its common stock first through its listing on Nasdaq. As of February 27, 2026, Bank First had approximately 1,650 shareholders of record, 12,898,070 shares issued and 11,201,677 shares outstanding.
The need for the Bank to maintain adequate capital also limits dividends that may be paid to the Company. For additional information regarding restrictions on the ability of the Bank to pay dividends to the Company see “Business— Supervision and Regulation—Payment of Dividends” of this Form 10-K.
For additional information regarding restrictions on the ability of the Bank to pay dividends to the Company see “Business— Supervision and Regulation—Payment of Dividends” of this Form 10-K.
There was no impact to our financial condition or result of operations as a result of this tax during the period presented above. 41 Table of Contents Performance Graph The following graph compares the yearly percentage change in cumulative shareholder return on Bank First common stock with the cumulative total return of the Russell 2000 Index and the Nasdaq Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2019 and reinvestment of all dividends).
Performance Graph The following graph compares the yearly percentage change in cumulative shareholder return on Bank First common stock with the cumulative total return of the Russell 2000 Index and the Nasdaq Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2020 and reinvestment of all dividends).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Bank First registered its common stock under Section 12(b) of the Exchange Act on October 23, 2018, in connection with listing on the Nasdaq Capital Market, and trades under the symbol “BFC”.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is traded under the symbol “BFC” on the Nasdaq. Historical price information is available on Nasdaq’s website.
Removed
The program was announced in a Current Report on Form 8-K on February 21, 2024.
Added
The need for the Bank to maintain adequate capital also limits dividends that may be paid to the Company. In addition, the Company’s ability to pay dividends is subject to regulatory capital requirements, supervisory expectations, and the Company’s overall financial condition.
Added
The program was announced in a Current Report on Form 8-K on February 18, 2025. The program does not obligate the Company to purchase any of its shares, and may be terminated or amended by the Board of Directors at any time prior to its expiration date.
Added
Repurchases under the program are also subject to applicable regulatory capital requirements and supervisory considerations.
Added
There was no impact to our financial condition or result of operations as a result of this tax during the period presented above.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 42 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 ​ Item 7A. Quantitative and Qualitative Disclosures about Market Risk 65 ​ Item 8. Financial Statements and Supplementary Data 67 ​
Biggest changeItem 6. Reserved 44 ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 ​ Item 7A. Quantitative and Qualitative Disclosures about Market Risk 68 ​ Item 8. Financial Statements and Supplementary Data 70 ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth the distribution of our average assets, liabilities and shareholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ Interest ​ Rate ​ ​ ​ ​ Interest ​ Rate ​ ​ ​ ​ Interest ​ Rate ​ ​ Average ​ Income/ ​ Earned/ ​ Average ​ Income/ ​ Earned/ ​ Average ​ Income/ ​ Earned/ ​ Balance Expenses (1) Paid (1) Balance Expenses (1) Paid (1) Balance Expenses (1) Paid (1) ​ ​ ​ (dollars in thousands) ​ ASSETS ​ ​ ​ ​ ​ ​ ​ Interest-earning assets ​ ​ ​ ​ ​ ​ ​ Loans (2) ​ ​ ​ ​ ​ ​ ​ Taxable ​ $ 3,310,890 ​ $ 184,853 5.58 % $ 3,172,468 ​ $ 165,113 5.20 % $ 2,434,554 ​ $ 103,612 4.26 % Tax-exempt ​ 111,467 ​ 5,258 4.72 % 103,957 ​ 4,686 4.51 % 96,183 ​ 4,227 4.39 % Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (available for sale) ​ 129,832 ​ 6,146 4.73 % 185,867 ​ 5,851 3.15 % 227,101 ​ 5,230 2.30 % Tax-exempt (available for sale) ​ 33,204 ​ 1,130 3.40 % 36,690 ​ 1,195 3.26 % 81,181 ​ 2,140 2.64 % Taxable (held to maturity) ​ 108,849 ​ 4,242 3.90 % 71,908 ​ 2,678 3.72 % 24,416 ​ 670 2.74 % Tax-exempt (held to maturity) ​ 3,435 ​ 90 2.62 % 4,426 ​ 115 2.60 % 5,396 ​ 139 2.58 % Cash and due from banks ​ 111,379 ​ 6,046 5.43 % 79,822 ​ 4,104 5.14 % 220,929 ​ 1,883 0.85 % Total interest-earning assets ​ 3,809,056 ​ 207,765 5.45 % 3,655,138 ​ 183,742 5.03 % 3,089,760 ​ 117,901 3.82 % Non-interest-earning assets ​ 443,691 ​ ​ 447,934 ​ ​ 280,249 ​ ​ Allowance for loan losses ​ (44,511) ​ ​ (41,714) ​ ​ (22,152) ​ ​ Total assets ​ $ 4,208,236 ​ ​ $ 4,061,358 ​ ​ $ 3,347,857 ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Checking accounts ​ $ 401,990 ​ $ 11,132 2.77 % $ 293,568 ​ $ 5,362 1.83 % $ 253,443 ​ $ 1,075 0.42 % Savings accounts ​ 816,410 ​ 12,240 1.50 % 833,360 ​ 9,796 1.18 % 691,599 ​ 3,099 0.45 % Money market accounts ​ 616,964 ​ 14,880 2.41 % 665,988 ​ 12,722 1.91 % 666,717 ​ 3,025 0.45 % Certificates of deposit ​ 613,593 ​ 25,613 4.17 % 509,273 ​ 14,396 2.83 % 286,054 ​ 2,818 0.99 % Brokered Deposits ​ 7,662 ​ 303 3.95 % 3,184 ​ 90 2.83 % 8,587 ​ 251 2.92 % Total interest-bearing deposits ​ 2,456,619 ​ 64,168 2.61 % 2,305,373 ​ 42,366 1.84 % 1,906,400 ​ 10,268 0.54 % Other borrowed funds ​ 98,241 ​ 4,437 4.52 % 97,384 ​ 6,637 6.82 % 185,329 ​ 2,181 1.18 % Total interest-bearing liabilities ​ 2,554,860 ​ 68,605 2.69 % 2,402,757 ​ 49,003 2.04 % 2,091,729 ​ 12,449 0.60 % Non-interest bearing liabilities ​ ​ ​ ​ ​ ​ ​ Demand Deposits ​ 1,000,772 ​ ​ 1,078,468 ​ ​ 878,727 ​ ​ Other liabilities ​ 32,820 ​ ​ 10,533 ​ ​ 4,971 ​ ​ Total Liabilities ​ 3,588,452 ​ ​ 3,491,758 ​ ​ 2,975,427 ​ ​ Shareholders’ equity ​ 619,784 ​ ​ 569,600 ​ ​ 372,430 ​ ​ Total liabilities & shareholders' equity ​ $ 4,208,236 ​ ​ $ 4,061,358 ​ ​ $ 3,347,857 ​ ​ Net interest income on a fully taxable equivalent basis ​ ​ ​ 139,160 ​ ​ ​ 134,739 ​ ​ ​ 105,452 ​ Less taxable equivalent adjustment ​ ​ ​ ​ (1,360) ​ ​ ​ ​ ​ ​ (1,259) ​ ​ ​ ​ ​ ​ (1,366) ​ ​ ​ Net interest income ​ ​ $ 137,800 ​ ​ $ 133,480 ​ ​ $ 104,086 ​ Net interest spread (3) ​ ​ ​ ​ 2.77 % ​ ​ ​ 2.99 % ​ ​ ​ 3.22 % Net interest margin (4) ​ ​ 3.65 % ​ 3.69 % ​ 3.41 % (1) Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21%.
Biggest changeThe average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities. 49 Table of Contents The following tables set forth the distribution of our average assets, liabilities and shareholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ Interest ​ Rate ​ ​ ​ ​ Interest ​ Rate ​ ​ ​ ​ Interest ​ Rate ​ ​ Average ​ Income/ ​ Earned/ ​ Average ​ Income/ ​ Earned/ ​ Average ​ Income/ ​ Earned/ ​ ​ ​ ​ Balance ​ ​ ​ Expenses (1) ​ ​ ​ Paid (1) ​ ​ ​ Balance ​ ​ ​ Expenses (1) ​ ​ ​ Paid (1) ​ ​ ​ Balance ​ ​ ​ Expenses (1) ​ ​ ​ Paid (1) ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable ​ $ 3,452,389 ​ $ 198,332 5.74 % $ 3,310,890 ​ $ 184,853 5.58 % $ 3,172,468 ​ $ 165,113 5.20 % Tax-exempt ​ 127,652 ​ 6,743 5.28 % 111,467 ​ 5,258 4.72 % 103,957 ​ 4,686 4.51 % Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (available for sale) ​ 164,519 ​ 7,122 4.33 % 129,832 ​ 6,146 4.73 % 185,867 ​ 5,851 3.15 % Tax-exempt (available for sale) ​ 31,750 ​ 1,124 3.54 % 33,204 ​ 1,130 3.40 % 36,690 ​ 1,195 3.26 % Taxable (held to maturity) ​ 105,994 ​ 4,241 4.00 % 108,849 ​ 4,242 3.90 % 71,908 ​ 2,678 3.72 % Tax-exempt (held to maturity) ​ 2,595 ​ 70 2.70 % 3,435 ​ 90 2.62 % 4,426 ​ 115 2.60 % Cash and due from banks ​ 133,719 ​ 5,750 4.30 % 111,379 ​ 6,046 5.43 % 79,822 ​ 4,104 5.14 % Total interest-earning assets ​ 4,018,618 ​ 223,382 5.56 % 3,809,056 ​ 207,765 5.45 % 3,655,138 ​ 183,742 5.03 % Non interest-earning assets ​ 444,929 ​ ​ ​ ​ 443,691 ​ ​ ​ ​ 447,934 ​ ​ ​ ​ Allowance for loan losses ​ (44,348) ​ ​ ​ ​ (44,511) ​ ​ ​ ​ (41,714) ​ ​ ​ ​ Total assets ​ $ 4,419,199 ​ ​ ​ ​ $ 4,208,236 ​ ​ ​ ​ $ 4,061,358 ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Checking accounts ​ $ 451,898 ​ $ 10,404 2.30 % $ 401,990 ​ $ 11,132 2.77 % $ 293,568 ​ $ 5,362 1.83 % Savings accounts ​ 841,486 ​ 12,133 1.44 % 816,410 ​ 12,240 1.50 % 833,360 ​ 9,796 1.18 % Money market accounts ​ 668,106 ​ 15,879 2.38 % 616,964 ​ 14,880 2.41 % 665,988 ​ 12,722 1.91 % Certificates of deposit ​ 640,004 ​ 24,498 3.83 % 613,593 ​ 25,613 4.17 % 509,273 ​ 14,396 2.83 % Brokered Deposits ​ 18,292 ​ 736 4.02 % 7,662 ​ 303 3.95 % 3,184 ​ 90 2.83 % Total interest bearing deposits ​ 2,619,786 ​ 63,650 2.43 % 2,456,619 ​ 64,168 2.61 % 2,305,373 ​ 42,366 1.84 % Other borrowed funds ​ 140,276 ​ 6,407 4.57 % 98,241 ​ 4,437 4.52 % 97,384 ​ 6,637 6.82 % Total interest-bearing liabilities ​ 2,760,062 ​ 70,057 2.54 % 2,554,860 ​ 68,605 2.69 % 2,402,757 ​ 49,003 2.04 % Non-interest bearing liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand Deposits ​ 991,160 ​ ​ ​ ​ 1,000,772 ​ ​ ​ ​ 1,078,468 ​ ​ ​ ​ Other liabilities ​ 36,499 ​ ​ ​ ​ 32,820 ​ ​ ​ ​ 10,533 ​ ​ ​ ​ Total Liabilities ​ 3,787,721 ​ ​ ​ ​ 3,588,452 ​ ​ ​ ​ 3,491,758 ​ ​ ​ ​ Shareholders’ equity ​ 631,478 ​ ​ ​ ​ 619,784 ​ ​ ​ ​ 569,600 ​ ​ ​ ​ Total liabilities & shareholders' equity ​ $ 4,419,199 ​ ​ ​ ​ $ 4,208,236 ​ ​ ​ ​ $ 4,061,358 ​ ​ ​ ​ Net interest income on a fully taxable equivalent basis ​ ​ ​ 153,325 ​ ​ ​ ​ 139,160 ​ ​ ​ ​ 134,739 ​ ​ Less taxable equivalent adjustment ​ ​ ​ ​ (1,667) ​ ​ ​ ​ ​ ​ (1,360) ​ ​ ​ ​ ​ ​ (1,259) ​ ​ ​ Net interest income ​ ​ ​ $ 151,658 ​ ​ ​ ​ $ 137,800 ​ ​ ​ ​ $ 133,480 ​ ​ Net interest spread (3) ​ ​ ​ ​ ​ 3.02 % ​ ​ ​ ​ 2.77 % ​ ​ ​ ​ 2.99 % Net interest margin (4) ​ ​ ​ ​ 3.82 % ​ ​ ​ 3.65 % ​ ​ ​ 3.69 % (1) Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21%.
To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement.
To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements.
(4) Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets. 48 Table of Contents Rate/Volume Analysis The following tables describe the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated.
(4) Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets. 50 Table of Contents Rate/Volume Analysis The following tables describe the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated.
Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. We believe that our commitment to collecting on all of our loans results in higher loan recoveries. 53 Table of Contents Our nonperforming assets consist of nonperforming loans and foreclosed real estate.
Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. We believe that our commitment to collecting on all of our loans results in higher loan recoveries. 55 Table of Contents Our nonperforming assets consist of nonperforming loans and foreclosed real estate.
The ACL – Loans represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. The Company estimates the ACL – Loans based on the amortized cost basis of the underlying loan using a current expected credit loss methodology (“CECL”).
Allowance for Credit Losses — Loans. The ACL – Loans represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. The Company estimates the ACL – Loans based on the amortized cost basis of the underlying loan using a current expected credit loss methodology (“CECL”).
Securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income.
Securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a 61 Table of Contents separate component of other comprehensive income.
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One, But ​ After Five, But ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within One Year ​ Within Five Years ​ Within Ten Years ​ After Ten Years ​ Total ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average At December 31, 2024 Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) ​ ​ (dollars in thousands) ​ Available for sale securities ​ ​ ​ ​ ​ ​ U.S.
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One, But ​ After Five, But ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within One Year ​ Within Five Years ​ Within Ten Years ​ After Ten Years ​ Total ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average At December 31, 2025 ​ ​ ​ Cost ​ ​ ​ Yield (1) ​ ​ ​ Cost ​ ​ ​ Yield (1) ​ ​ ​ Cost ​ ​ ​ Yield (1) ​ ​ ​ Cost ​ ​ ​ Yield (1) ​ ​ ​ Cost ​ ​ ​ Yield (1) ​ ​ (dollars in thousands) ​ Available for sale securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Obligations of U.S.
Amortization of intangibles decreased by $0.5 million year-over-year, the result of using the sum-of-the-years-digits method of amortization on core deposit intangibles which takes more expense in years immediately following the acquisition which created them.
Amortization of intangibles decreased by $0.8 million year-over-year, the result of using the sum-of-the-years-digits method of amortization on core deposit intangibles which takes more expense in years immediately following the acquisition which created them.
The Company had outstanding balances of $6.0 million under these agreements at December 31, 2024 and 2023. During August 2022, the Company entered into subordinated note agreements with an individual. The Company had outstanding balances of $6.0 million under these agreements as of December 31, 2024 and 2023.
The Company had outstanding balances of $6.0 million under these agreements at December 31, 2025 and 2024. During August 2022, the Company entered into subordinated note agreements with an individual. The Company had outstanding balances of $6.0 million under these agreements as of December 31, 2025 and 2024.
RESULTS OF OPERATIONS The following discussion and analysis presents the more significant factors that affected our financial condition as of December 31, 2024 and 2023 and results of operations for each of the years then ended.
RESULTS OF OPERATIONS The following discussion and analysis presents the more significant factors that affected our financial condition as of December 31, 2025 and 2024 and results of operations for each of the years then ended.
The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. ​ 63 Table of Contents Off-Balance Sheet Arrangements.
The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. ​ 66 Table of Contents Off-Balance Sheet Arrangements.
Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions, that the principal or interest will not be collectible in the normal course of business. We monitor closely the performance of our loan portfolio.
Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions, that 56 Table of Contents the principal or interest will not be collectible in the normal course of business. We monitor closely the performance of our loan portfolio.
We rely on our competitive pricing and products, quality customer service, and convenient locations and hours to attract and retain deposits. Deposit rates and terms are based primarily on current business strategies, market interest rates, liquidity requirements and our deposit growth goals. Total deposits were $3.66 billion and $3.43 billion as of December 31, 2024 and 2023, respectively.
We rely on our competitive pricing and products, quality customer service, and convenient locations and hours to attract and retain deposits. Deposit rates and terms are based primarily on current business strategies, market interest rates, liquidity requirements and our deposit growth goals. Total deposits were $3.70 billion and $3.66 billion as of December 31, 2025 and 2024, respectively.
The capital amounts and the classifications are also subject to qualitative judgment by the regulator in regards to risk weighting and other factors. See “Business—Supervision and Regulation—Capital Requirements.” 62 Table of Contents The following table reflects capital ratios computed pursuant to the regulatory capital rules as applicable to the Company and the Bank.
The capital amounts and the classifications are also subject to qualitative judgment by the regulator in regard to risk weighting and other factors. See “Business—Supervision and Regulation—Capital Requirements.” 64 Table of Contents The following table reflects capital ratios computed pursuant to the regulatory capital rules as applicable to the Company and the Bank.
Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 for a discussion and analysis of the more significant factors that affected periods prior to 2023. General.
Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K filed with the SEC on February 28, 2025 for a discussion and analysis of the more significant factors that affected periods prior to 2024. General.
This total included $20.1 million of brokered deposits, of which $5.0 million had remaining maturities of one year or less.
This total included $15.1 million of brokered deposits, of which $5.0 million had remaining maturities of one year or less.
See the consolidated statement of cash flows elsewhere in this report for further information regarding cash flow activity during 2024 and 2023. Capital Adequacy. Total shareholders’ equity was $639.7 million at December 31, 2024, compared to $619.8 million at December 31, 2023.
See the consolidated statement of cash flows elsewhere in this report for further information regarding cash flow activity during 2025 and 2024. Capital Adequacy. Total shareholders’ equity was $643.8 million at December 31, 2025, compared to $639.7 million at December 31, 2024.
Our loan portfolio is our most significant earning asset, comprising 78.3%, 79.3% and 79.1% of our total assets as of December 31, 2024, 2023 and 2022, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives.
Our loan portfolio is our most significant earning asset, comprising 80.0%, 78.3% and 79.3% of our total assets as of December 31, 2025, 2024 and 2023, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives.
A number of factors are considered in determining the estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market interest rates, and net present value of cash flows expected to be received. 44 Table of Contents Allowance for Credit Losses — Loans.
A number of factors are considered in determining the 46 Table of Contents estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market interest rates, and net present value of cash flows expected to be received.
Management further believes that our present position is adequate to assure that securities classified as held to maturity will not need to be sold prior to maturity. Cash Flows. Our cash flows consist of operating activities, investing activities, and financing activities. Net cash flows provided by operating activities totaled $65.8 million during 2024 compared to $52.9 million during 2023.
Management further believes that our present position is adequate to assure that securities classified as held to maturity will not need to be sold prior to maturity. Cash Flows. Our cash flows consist of operating activities, investing activities, and financing activities. Net cash flows provided by operating activities totaled $62.5 million during 2025 compared to $65.8 million during 2024.
We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations. Total loans increased $174.2 million, or 5.2%, to $3.52 billion as of December 31, 2024 as compared to $3.34 billion as of December 31, 2023.
We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations. Total loans increased $87.5 million, or 2.5%, to $3.60 billion as of December 31, 2025 as compared to $3.52 billion as of December 31, 2024.
Net gains on sale of mortgage loans increased $0.4 million year-over-year due to a rise in secondary market loan origination activity resulting from lower prevailing mortgage interest rates during periods of 2024.
Net gains on sale of mortgage loans increased $0.5 million year-over-year due to a rise in secondary market loan origination activity resulting from lower prevailing mortgage interest rates during 2025.
As of December 31, 2024, deposit liabilities accounted for approximately 81.4% of our total liabilities and equity. We accept deposits primarily from customers in the communities in which our branches and offices are located, as well as from small businesses and other customers throughout our lending area.
As of December 31, 2025, deposit liabilities accounted for approximately 82.0% of our total liabilities and equity. We accept deposits primarily from customers in the communities in which our branches and offices are located, as well as from small businesses and other customers throughout our lending area.
There were $135.4 million and $35.3 million of advances outstanding from the FHLB at December 31, 2024 and 2023, respectively. See Note 14 “Notes Payable” of the Notes to Consolidated Financial Statements under Part II, Item 8 for additional disclosures. The total loans pledged as collateral were $1.47 billion and $1.49 billion at December 31, 2024 and 2023, respectively.
There were $110.0 million and $135.4 million of advances outstanding from the FHLB at December 31, 2025 and 2024, respectively. See Note 14 “Notes Payable” of the Notes to Consolidated Financial Statements under Part II, Item 8 for additional disclosures. The total loans pledged as collateral were $1.10 billion and $1.47 billion at December 31, 2025 and 2024, respectively.
Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments. Net interest income increased by $4.3 million to $137.8 million for the year ended December 31, 2024, from $133.5 million for the year ended December 31, 2023.
Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments. Net interest income increased to $151.7 million for the year ended December 31, 2025, from $137.8 million for the year ended December 31, 2024.
We recorded a negative provision for credit losses of $0.8 million for the year ended December 31, 2024, compared to a positive provision of $4.7 million for the year ended December 31, 2023. Metrics regarding the credit quality of the Bank’s loan portfolio continued to show very little in terms of credit stress during 2024 .
We recorded a provision for credit losses of $1.3 million for the year ended December 31, 2025, compared to a negative provision of $0.8 million for the year ended December 31, 2024. Metrics regarding the credit quality of the Bank’s loan portfolio continued to show very little in terms of credit stress during 2025 .
The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including but not limited to our asset/liability position, the current interest rate environment, and customer preference. Servicing rights are retained on all loans sold to the secondary market.
The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including but not limited to our asset/liability position, the current interest rate environment, and customer preference.
Including its headquarters in Manitowoc, Wisconsin, the Bank has 26 banking locations in Brown, Columbia, Dane, Fond du Lac, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Shawano, Sheboygan, Waupaca, Waushara, and Winnebago counties in Wisconsin. The Bank offers loan, deposit and treasury management products at each of its banking locations.
Including its headquarters in Manitowoc, Wisconsin, the Bank has 38 banking locations in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in Wisconsin and Winnebago county in Illinois. The Bank offers loan, deposit and treasury management products at each of its banking locations.
The following table summarizes securities sold under repurchase agreements, and the weighted average interest rates paid: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (dollars in thousands) 2024 2023 2022 Average daily amount of securities sold under repurchase agreements during the period ​ $ 414 ​ $ 36,833 ​ $ 25,749 ​ Weighted average interest rate on average daily securities sold under repurchase agreements ​ 5.33 % 4.92 % 2.11 % Maximum outstanding securities sold under repurchase agreements at any month-end ​ $ — ​ $ 75,747 ​ $ 97,196 ​ Securities sold under repurchase agreements at period end ​ $ — ​ $ 75,747 ​ $ 97,196 ​ Weighted average interest rate on securities sold under repurchase agreements at period end ​ NA ​ 5.31 % 4.31 % ​ 58 Table of Contents Lines of credit and other borrowings The Company’s other borrowings have historically consisted primarily of short-term FHLB of Chicago advances collateralized by a blanket pledge agreement on the Company’s FHLB capital stock and retail and commercial loans held in the Company’s portfolio.
Management currently does not rely on repurchase agreements as a regular source of funding. 60 Table of Contents The following table summarizes securities sold under repurchase agreements, and the weighted average interest rates paid: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended (dollars in thousands) December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Average daily amount of securities sold under repurchase agreements during the period $ — ​ $ 414 ​ $ 36,833 ​ Weighted average interest rate on average daily securities sold under repurchase agreements — % 5.33 % 4.92 % Maximum outstanding securities sold under repurchase agreements at any month-end $ — ​ $ — ​ $ 75,747 ​ Securities sold under repurchase agreements at period end $ — ​ $ — ​ $ 75,747 ​ Weighted average interest rate on securities sold under repurchase agreements at period end NA ​ NA ​ 5.31 % ​ Lines of credit and other borrowings The Company’s other borrowings have historically consisted primarily of short-term FHLB of Chicago advances collateralized by a blanket pledge agreement on the Company’s FHLB capital stock and retail and commercial loans held in the Company’s portfolio.
This increase was driven by an increase in average rates earned on interest-earning assets, rising from 5.03% during 2023 to 5.45% during 2024, and a $153.9 million increase in average interest-earning assets during 2024 when compared to 2023. Interest Expense.
This increase was driven by an increase in average rates earned on interest-earning assets, rising from 5.45% during 2024 to 5.56% during 2025, and a $209.6 million increase in average interest-earning assets during 2025 when compared to 2024. Interest Expense.
We recorded a provision for income taxes of $14.0 million for the year ended December 31, 2024, compared to $24.3 million for the year ended December 31, 2023, reflecting effective tax rates of 17.5% and 24.6%, respectively.
We recorded a provision for income taxes of $16.7 million for the year ended December 31, 2025, compared to $14.0 million for the year ended December 31, 2024, reflecting effective tax rates of 18.9% and 17.5%, respectively.
We manage our investment portfolio to provide an adequate level of liquidity as well as to maintain neutral interest rate-sensitive positions, while earning an adequate level of investment income without taking undue or excessive risk. Securities available for sale consist of U.S. Treasury securities, obligations of U.S.
We manage our investment portfolio to provide an adequate level of liquidity as well as to maintain neutral interest rate-sensitive positions, while earning an adequate level of investment income without taking undue or excessive risk. Securities available for sale consist of obligations of U.S. Government sponsored agencies, obligations of states and political subdivision, agency mortgage-backed securities, and corporate notes.
The fair value of securities available for sale totaled $223.1 million and included negligible gross unrealized gains and gross unrealized losses of $12.9 million at 59 Table of Contents December 31, 2024.
The fair value of securities available for sale totaled $164.4 million and included $0.4 million gross unrealized gains and gross unrealized losses of $7.8 million at December 31, 2025. At December 31, 2024, the fair value of securities available for sale totaled $223.1 million and included negligible gross unrealized gains and gross unrealized losses of $12.9 million.
Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average rate earned on earning assets is the amount of annualized taxable equivalent interest income 47 Table of Contents expressed as a percentage of average earning assets.
The average rate earned on earning assets is the amount of annualized taxable equivalent interest income expressed as a percentage of average earning assets.
Securities are classified as held to maturity or available for sale at the time of purchase. U.S. Treasury securities, obligations of states and political subdivisions, and mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises, make up the largest components of the securities portfolio.
Treasury securities, obligations of states and political subdivisions, and mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises, make up the largest components of the securities portfolio.
At December 31, 2024, the ACL - Loans was $44.2 million (representing 1.26% of year-end loans). Bank First recorded a negative provision for credit losses totaling $0.8 million during 2024.
At December 31, 2025, the ACL - Loans was $44.4 million (representing 1.23% of year-end loans). Bank First recorded a provision for credit losses totaling $1.3 million during 2025.
The Company recognized a negligible net loss on sale of investment securities during the year ended December 31, 2024 and a net loss on sale of investment securities of $7.9 million during the year ended December 31, 2023. The following tables set forth the composition and maturities of investment securities as of December 31, 2024 and December 31, 2023.
The Company did not sell any investment securities during the year ended December 31, 2025 and had a negligible net loss on sale of investment securities during the year ended December 31, 2024. The following tables set forth the composition and maturities of investment securities as of December 31, 2025 and December 31, 2024.
Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby and direct pay letters of credit and unadvanced portions of construction and development loans is represented by the contractual amount of those instruments.
The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments. 65 Table of Contents Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby and direct pay letters of credit and unadvanced portions of construction and development loans is represented by the contractual amount of those instruments.
Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available.
Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Results of operations of the acquired business are included in the statement of income from the effective date of the acquisition.
Based on historical experience and our current pricing strategy, we believe we will retain a large portion of these non-brokered accounts upon maturity. 57 Table of Contents The following tables set forth the average balances of our deposits for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount Percent Amount Percent Amount Percent ​ ​ ​ (dollars in thousands) ​ Noninterest-bearing demand deposits ​ $ 1,000,772 28.9 % $ 1,078,468 31.9 % $ 878,727 31.6 % ​ Interest-bearing checking deposits ​ 401,990 11.6 % 293,568 8.7 % 253,443 9.1 % ​ Savings deposits ​ 816,410 23.6 % 833,360 24.6 % 691,599 24.8 % ​ Money market accounts ​ 616,964 17.8 % 665,988 19.7 % 666,717 23.9 % ​ Certificates of deposit ​ 613,593 17.7 % 509,273 15.1 % 286,054 10.3 % ​ Brokered deposits ​ 7,662 0.2 % 3,184 0.1 % 8,587 0.3 % ​ Total ​ $ 3,457,391 100 % $ 3,383,841 ​ 100 % $ 2,785,127 100.0 % ​ ​ The following table provides information on maturities of certificates of deposits which exceed FDIC insurance limits of $250,000 as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Deposits over FDIC ​ Portion of Time Deposits in ​ ​ Insurance Limits Excess of FDIC Insurance Limits ​ (dollars in thousands) 3 months or less remaining ​ $ 62,208 ​ $ 34,458 Over 3 to 6 months remaining ​ 61,580 ​ 27,580 Over 6 to 12 months remaining ​ 25,849 ​ 9,599 Over 12 months or more remaining ​ 13,689 ​ 6,189 Total ​ $ 163,326 ​ $ 77,826 ​ Borrowings Deposits and investment securities held for sale are the primary source of funds for our lending activities and general business purposes.
Based on historical experience and our current pricing strategy, we believe we will retain a large portion of these non-brokered accounts upon maturity. 59 Table of Contents The following tables set forth the average balances of our deposits for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ Percent ​ ​ ​ Amount ​ ​ ​ Percent ​ ​ ​ Amount ​ ​ ​ Percent ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ Noninterest-bearing demand deposits ​ $ 991,160 ​ ​ ​ 27.5 % $ 1,000,772 ​ ​ ​ 29.0 % $ 1,078,468 ​ ​ ​ 31.9 % ​ Interest-bearing checking deposits ​ 451,898 12.5 % 401,990 11.6 % 293,568 8.7 % ​ Savings deposits ​ 841,486 23.3 % 816,410 23.6 % 833,360 24.6 % ​ Money market accounts ​ 668,106 18.5 % 616,964 17.8 % 665,988 19.7 % ​ Certificates of deposit ​ 640,004 17.7 % 613,593 17.8 % 509,273 15.0 % ​ Brokered deposits ​ 18,292 0.5 % 7,662 0.2 % 3,184 0.1 % ​ Total ​ $ 3,610,946 100.0 % $ 3,457,391 ​ 100.0 % $ 3,383,841 100.0 % ​ ​ The following table provides information on maturities of certificates of deposits which exceed FDIC insurance limits of $250,000 as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Deposits over FDIC ​ Portion of Time Deposits in ​ ​ Insurance Limits ​ ​ ​ Excess of FDIC Insurance Limits ​ ​ ​ ​ (dollars in thousands) 3 months or less remaining ​ $ 35,013 ​ $ 15,513 Over 3 to 6 months remaining ​ 95,547 ​ 57,547 Over 6 to 12 months remaining ​ 41,812 ​ 21,062 Over 12 months or more remaining ​ 10,598 ​ 3,348 Total ​ $ 182,970 ​ $ 97,470 ​ Borrowings Deposits and investment securities held for sale are the primary source of funds for our lending activities and general business purposes.
A significant portion of our noninterest income has historically been associated with service charges and income from the Bank’s unconsolidated subsidiaries, Ansay and UFS. Other typical sources of noninterest income include loan servicing fees and gains on sales of mortgage loans. Noninterest income decreased by $38.4 million, or 66.1% to $19.7 million for 2024, down from $58.1 million during 2023.
A significant portion of our noninterest income has historically been associated with service charges and income from the Bank’s unconsolidated subsidiary, Ansay. Other typical sources of noninterest income include loan servicing fees and gains on sales of mortgage loans. Noninterest income increased by $2.5 million, or 12.9% to $22.2 million for 2025, up from $19.7 million during 2024.
The major components of our noninterest expense are listed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ ​ December 31, ​ ​ ​ 2024 ​ 2023 (In thousands) ​ ​ ​ ​ ​ ​ Noninterest Expense ​ ​ ​ Salaries, commissions, and employee benefits ​ ​ $ 40,901 ​ $ 40,355 Occupancy ​ ​ ​ 5,957 ​ ​ 5,670 Data processing ​ ​ 9,692 ​ 8,011 Postage, stationary, and supplies ​ ​ 885 ​ 1,084 Net loss (gain) on sales and valuations of other real estate owned ​ ​ (694) ​ 2,133 Net loss on sales of securities ​ ​ 34 ​ 7,901 Advertising ​ ​ 313 ​ 326 Charitable contributions ​ ​ 793 ​ ​ 944 Federal deposit insurance ​ ​ ​ 1,850 ​ ​ 1,831 Outside service fees ​ ​ 4,560 ​ 4,519 Amortization of intangibles ​ ​ 5,793 ​ 6,324 Other ​ ​ 8,683 ​ 9,021 Total noninterest expenses ​ ​ $ 78,767 ​ $ 88,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Tax Expense.
The major components of our noninterest expense are listed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ ​ December 31, ​ ​ ​ 2025 ​ 2024 (In thousands) ​ ​ ​ ​ ​ ​ Noninterest Expense ​ ​ ​ ​ ​ Salaries, commissions, and employee benefits ​ ​ $ 42,475 ​ $ 40,901 Occupancy ​ ​ ​ 7,849 ​ ​ 5,957 Data processing ​ ​ 10,255 ​ 9,692 Postage, stationary, and supplies ​ ​ 950 ​ 932 Net gain on sales and valuations of other real estate owned ​ ​ (159) ​ (694) Net loss on sales of securities ​ ​ — ​ 34 Advertising ​ ​ 176 ​ 313 Charitable contributions ​ ​ 972 ​ ​ 793 Federal deposit insurance ​ ​ ​ 2,310 ​ ​ 1,850 Outside service fees ​ ​ 5,231 ​ 4,560 Amortization of intangibles ​ ​ 5,003 ​ 5,793 Other ​ ​ 9,396 ​ 8,636 Total noninterest expenses ​ ​ $ 84,458 ​ $ 78,767 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Tax Expense.
We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the Federal Reserve and the OCC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations.
Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations.
Total average interest-earning assets increased to $3.81 billion for the year ended December 31, 2024 from $3.66 billion for the year ended December 31, 2023. The Bank’s net interest margin decreased four basis points to 3.65% for the year ended December 31, 2024, down from 3.69% for the year ended December 31, 2023. Interest Income.
Total average interest-earning assets increased to $4.02 billion for the year ended December 31, 2025 from $3.81 billion for the year ended December 31, 2024. The Bank’s net interest margin increased seventeen basis points to 3.82% for the year ended December 31, 2025, up from 3.65% for the year ended December 31, 2024. Interest Income.
The composition of our nonperforming assets is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ 2024 2023 2022 ​ (dollars in thousands) Nonperforming loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ ​ 794 ​ ​ 1,344 ​ ​ 418 ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 4,999 ​ ​ 3,877 ​ ​ 2,688 ​ Non-owner Occupied ​ ​ 493 ​ ​ — ​ ​ — ​ Multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ ​ — ​ ​ — ​ ​ 17 ​ Residential 1-4 family ​ ​ 511 ​ ​ 429 ​ ​ 505 ​ Consumer and other ​ ​ 29 ​ ​ 12 ​ ​ — ​ Total nonaccrual loans ​ ​ 6,826 ​ ​ 5,662 ​ ​ 3,628 ​ Loans past due > 90 days, but still accruing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ ​ 328 ​ ​ 106 ​ ​ — ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ — ​ ​ 252 ​ ​ — ​ Non-owner Occupied ​ ​ — ​ ​ — ​ ​ — ​ Multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ ​ — ​ ​ — ​ ​ — ​ Residential 1-4 family ​ ​ 1,294 ​ ​ 507 ​ ​ 268 ​ Consumer and other ​ ​ 48 ​ ​ 28 ​ ​ 5 ​ Total loans past due > 90 days, but still accruing ​ ​ 1,670 ​ ​ 893 ​ ​ 273 ​ Total nonperforming loans ​ $ 8,496 ​ $ 6,555 ​ $ 3,901 ​ OREO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate owned ​ $ — ​ $ — ​ $ — ​ Residential real estate owned ​ ​ — ​ ​ — ​ ​ — ​ Acquired bank property real estate owned ​ ​ 741 ​ ​ 2,573 ​ ​ 2,520 ​ Total OREO ​ $ 741 ​ $ 2,573 ​ $ 2,520 ​ Total nonperforming assets ("NPAs") ​ $ 9,237 ​ $ 9,128 ​ $ 6,421 ​ Accruing modified loans to borrowers experiencing financial difficulty (1) ​ $ 16 ​ $ 21 ​ $ 450 ​ Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans to total loans ​ ​ 0.19 % ​ 0.17 % ​ 0.13 % NPAs to total loans plus OREO ​ ​ 0.26 % ​ 0.27 % ​ 0.22 % NPAs to total assets ​ ​ 0.21 % ​ 0.21 % ​ 0.18 % ACL - Loans to nonaccrual loans ​ ​ 647 % ​ 770 % ​ 625 % ACL - Loans to total loans ​ ​ 1.26 % ​ 1.30 % ​ 0.78 % (1) Amounts prior to January 1, 2023 represent accruing troubled debt restructured loans.
The composition of our nonperforming assets is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ (dollars in thousands) Nonperforming loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ ​ 1,754 ​ ​ 2,268 ​ ​ 1,344 ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 2,330 ​ ​ 3,525 ​ ​ 3,877 ​ Non-owner Occupied ​ ​ — ​ ​ 493 ​ ​ — ​ Multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ ​ — ​ ​ — ​ ​ — ​ Residential 1-4 family ​ ​ 1,643 ​ ​ 511 ​ ​ 429 ​ Consumer and other ​ ​ 79 ​ ​ 29 ​ ​ 12 ​ Total nonaccrual loans ​ ​ 5,806 ​ ​ 6,826 ​ ​ 5,662 ​ Loans past due > 90 days, but still accruing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ ​ — ​ ​ 328 ​ ​ 106 ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner Occupied ​ ​ 2,791 ​ ​ — ​ ​ 252 ​ Non-owner Occupied ​ ​ — ​ ​ — ​ ​ — ​ Multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ ​ 1 ​ ​ — ​ ​ — ​ Residential 1-4 family ​ ​ 425 ​ ​ 1,294 ​ ​ 507 ​ Consumer and other ​ ​ 25 ​ ​ 48 ​ ​ 28 ​ Total loans past due > 90 days, but still accruing ​ ​ 3,242 ​ ​ 1,670 ​ ​ 893 ​ Total nonperforming loans ​ $ 9,048 ​ $ 8,496 ​ $ 6,555 ​ OREO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate owned ​ $ — ​ $ — ​ $ — ​ Residential real estate owned ​ ​ — ​ ​ — ​ ​ — ​ Acquired bank property real estate owned ​ ​ — ​ ​ 741 ​ ​ 2,573 ​ Total OREO ​ $ — ​ $ 741 ​ $ 2,573 ​ Total nonperforming assets ("NPAs") ​ $ 9,048 ​ $ 9,237 ​ $ 9,128 ​ Accruing modified loans to borrowers experiencing financial difficulty ​ $ 239 ​ $ 16 ​ $ 21 ​ Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonaccrual loans to total loans ​ ​ 0.16 % ​ 0.19 % ​ 0.17 % NPAs to total loans plus OREO ​ ​ 0.25 % ​ 0.26 % ​ 0.27 % NPAs to total assets ​ ​ 0.20 % ​ 0.21 % ​ 0.21 % ACL - Loans to nonaccrual loans ​ ​ 764 % ​ 647 % ​ 770 % ACL - Loans to total loans ​ ​ 1.23 % ​ 1.26 % ​ 1.30 % ​ At December 31, 2025, 2024 and 2023, loans individually evaluated had specific reserves of $2.2 million, $2.4 million and $4.2 million, respectively.
The Bank has recorded net loan recoveries over each of the last three years. 55 Table of Contents The following table summarizes the changes in our ACL - Loans for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ (dollars in thousands) Balance of ACL - Loans at the beginning of period $ 43,609 $ 22,680 $ 20,315 Adoption of CECL ​ ​ — ​ ​ 10,972 ​ ​ — ​ ACL - Loans on PCD loans acquired ​ ​ — ​ ​ 5,534 ​ ​ — ​ Net loans charged-off (recovered): ​ ​ ​ ​ ​ ​ Commercial & industrial ​ 2 ​ (22) ​ (499) Commercial real estate - owner occupied ​ (615) ​ (70) ​ 816 Commercial real estate - non-owner occupied ​ — ​ — ​ (360) Commercial real estate - multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ — ​ — ​ (152) Residential 1-4 family ​ 31 ​ (106) ​ 26 Consumer ​ 73 ​ — ​ 21 Other Loans ​ 67 ​ 67 ​ (17) Total net loans recovered ​ (442) ​ (131) ​ (165) Provision charged to operating expense ​ (800) ​ 4,682 ​ 2,200 Transfer from (to) ACL - Unfunded Commitments ​ ​ 900 ​ ​ (390) ​ ​ — ​ Balance of ACL - Loans at end of period ​ $ 44,151 ​ $ 43,609 ​ $ 22,680 ​ Ratio of net charge-offs (recoveries) to average loans by loan composition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ 0.00 % — % (0.12) % Commercial real estate - owner occupied ​ (0.07) % (0.01) % 0.13 % Commercial real estate - non-owner occupied ​ — % — % (0.06) % Commercial real estate - multi-family ​ ​ — % ​ — % ​ — % Construction & Development ​ — % — % (0.09) % Residential 1-4 family ​ 0.00 % (0.01) % — % Consumer ​ 0.14 % — % 0.05 % Other Loans ​ 0.44 % 0.36 % (0.04) % Total net charge-offs (recoveries) to average loans ​ (0.01) % — % (0.01) % ​ The level of charge-offs depends on many factors, including the national and regional economy.
While the Bank’s overall credit quality has remained consistently strong, the provision for credit losses was necessary due to growth in the loan portfolio. 57 Table of Contents The following table summarizes the changes in our ACL - Loans for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ (dollars in thousands) Balance of ACL - Loans at the beginning of period $ 44,151 $ 43,609 $ 22,680 Adoption of CECL ​ ​ — ​ ​ — ​ ​ 10,972 ​ ACL - Loans on PCD loans acquired ​ ​ — ​ ​ — ​ ​ 5,534 ​ Net loans charged-off (recovered): ​ ​ ​ ​ ​ ​ Commercial & industrial ​ 214 ​ 2 ​ (22) Commercial real estate - owner occupied ​ 771 ​ (615) ​ (70) Commercial real estate - non-owner occupied ​ — ​ — ​ — Commercial real estate - multi-family ​ ​ — ​ ​ — ​ ​ — ​ Construction & Development ​ — ​ — ​ — Residential 1-4 family ​ (76) ​ 31 ​ (106) Consumer ​ 24 ​ 73 ​ — Other Loans ​ 44 ​ 67 ​ 67 Total net loans charged-off (recovered) ​ 977 ​ (442) ​ (131) Provision charged to operating expense ​ 1,250 ​ (800) ​ 4,682 Transfer from (to) ACL - Unfunded Commitments ​ ​ (50) ​ ​ 900 ​ ​ (390) ​ Balance of ACL - Loans at end of period ​ $ 44,374 ​ $ 44,151 ​ $ 43,609 ​ Ratio of net charge-offs (recoveries) to average loans by loan composition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ 0.04 % — % — % Commercial real estate - owner occupied ​ 0.08 % (0.07) % (0.01) % Commercial real estate - non-owner occupied ​ — % — % — % Commercial real estate - multi-family ​ ​ — % ​ — % ​ — % Construction & Development ​ — % — % — % Residential 1-4 family ​ (0.01) % — % (0.01) % Consumer ​ 0.04 % 0.14 % — % Other Loans ​ 0.30 % 0.44 % 0.36 % Total net charge-offs (recoveries) to average loans ​ 0.03 % (0.01) % — % ​ The level of charge-offs depends on many factors, including the national and regional economy.
As of December 31, 2024, the Company had total consolidated assets of $4.50 billion, total loans of $3.52 billion, total deposits of $3.66 billion and total stockholders’ equity of $639.7 million. The Company employs approximately 366 full-time equivalent employees (“FTE”) and has an assets-to-FTE ratio of approximately $11.5 million.
As of December 31, 2025, the Company had total consolidated assets of $4.51 billion, total loans of $3.60 billion, total deposits of $3.70 billion and total stockholders’ equity of $643.8 million. The Company employs approximately 380 full-time equivalent employees (“FTE”) and has an assets-to-FTE ratio of approximately $11.9 million.
The major components of our noninterest income are listed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ 2024 2023 (in thousands) ​ ​ Noninterest Income ​ ​ ​ ​ Service charges ​ $ 8,043 ​ $ 7,033 ​ Income from Ansay ​ ​ 3,502 ​ ​ 2,922 ​ Income from UFS ​ — ​ 2,265 ​ Loan servicing income ​ 2,938 ​ 2,860 ​ Valuation adjustment on MSR ​ ​ (299) ​ ​ 395 ​ Net gain on sales of mortgage loans ​ 1,298 ​ 897 ​ Gain on sale of UFS ​ ​ — ​ ​ 38,904 ​ Other ​ 4,198 ​ 2,839 ​ Total noninterest income ​ $ 19,680 ​ $ 58,115 ​ ​ 46 Table of Contents Noninterest Expense.
The major components of our noninterest income are listed in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 (in thousands) ​ ​ Noninterest Income ​ ​ ​ ​ ​ ​ Service charges ​ $ 8,425 ​ $ 8,043 ​ Income from Ansay ​ ​ 3,915 ​ ​ 3,502 ​ Loan servicing income ​ 2,948 ​ 2,938 ​ Valuation adjustment on MSR ​ ​ 281 ​ ​ (299) ​ Net gain on sales of mortgage loans ​ 1,803 ​ 1,298 ​ Other ​ 4,848 ​ 4,198 ​ Total noninterest income ​ $ 22,220 ​ $ 19,680 ​ ​ 48 Table of Contents Noninterest Expense.
These securities, which management has the intent and ability to hold to maturity, are reported at amortized cost of $110.8 million and $103.3 million as of December 31, 2024 and 2023, respectively.
Securities classified as held to maturity consist of U.S. Treasury securities and obligations of states and political subdivisions. These securities, which management has the intent and ability to hold to maturity, are reported at amortized cost of $103.7 million and $110.8 million as of December 31, 2025 and 2024, respectively.
Additional information about these policies can be found in Note 1 of our consolidated financial statements as of December 31, 2024, included elsewhere in this Annual Report on Form 10-K. Business Combinations, Core Deposit Intangible and Acquired Loans.
The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional information about these policies can be found in Note 1 of our consolidated financial statements as of December 31, 2025, included elsewhere in this Annual Report on Form 10-K. Business Combinations, Core Deposit Intangible and Acquired Loans.
For more information, see “Business—Supervision and Regulation—Capital Requirements.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital Required ​ ​ Minimum To Be Well- ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital ​ ​ for Capital Adequacy Plus ​ ​ Capitalized Under prompt ​ ​ ​ ​ ​ ​ ​ ​ Required for Capital ​ ​ Capital Conservation Buffer ​ ​ corrective Action ​ ​ Actual ​ ​ Adequacy ​ ​ Basel III Phase-In Schedule ​ ​ Provisions ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ (dollars in thousands) At December 31, 2024 ​ ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 509,763 14.1 % $ 288,325 8.0 % $ 378,427 10.5 % ​ N/A N/A ​ Tier I capital (to risk-weighted assets) ​ ​ 457,749 12.7 % ​ 216,244 6.0 % ​ 306,346 8.5 % ​ N/A N/A ​ Common equity tier I capital (to risk-weighted assets) ​ ​ 457,749 12.7 % ​ 162,183 4.5 % ​ 252,285 7.0 % ​ N/A N/A ​ Tier I capital (to average assets) ​ ​ 457,749 11.0 % ​ 167,134 4.0 % ​ 167,134 4.0 % ​ N/A N/A ​ Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 438,549 12.2 % $ 288,152 8.0 % $ 378,200 10.5 % $ 360,190 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 398,535 11.1 % ​ 216,114 6.0 % ​ 306,162 8.5 % ​ 288,152 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 398,535 11.1 % ​ 162,086 4.5 % ​ 252,133 ​ 7.0 % ​ 234,124 ​ 6.5 % Tier I capital (to average assets) ​ ​ 398,535 9.5 % ​ 167,019 4.0 % ​ 167,019 4.0 % ​ 208,774 5.0 % At December 31, 2023 ​ ​ ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 484,398 14.0 % $ 276,904 8.0 % $ 363,437 10.5 % ​ N/A N/A ​ Tier I capital (to risk-weighted assets) ​ ​ 437,979 12.7 % ​ 207,678 6.0 % ​ 294,211 8.5 % ​ N/A N/A ​ Common equity tier I capital (to risk-weighted assets) ​ ​ 433,979 12.5 % ​ 155,759 4.5 % ​ 242,291 7.0 % ​ N/A N/A ​ Tier I capital (to average assets) ​ ​ 437,979 11.1 % ​ 158,581 4.0 % ​ 158,581 4.0 % ​ N/A N/A ​ Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 446,634 12.9 % $ 276,726 8.0 % $ 363,202 10.5 % $ 345,907 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 412,215 11.9 % ​ 207,544 6.0 % ​ 294,021 8.5 % ​ 276,726 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 412,215 11.9 % ​ 155,658 4.5 % ​ 242,135 ​ 7.0 % ​ 224,840 ​ 6.5 % Tier I capital (to average assets) ​ ​ 412,215 10.4 % ​ 158,585 4.0 % ​ 158,585 4.0 % ​ 198,231 5.0 % ​ As previously mentioned, the Company carried $12.0 million of subordinated debt as of December 31, 2024 and 2023, as well as $4.0 million of junior subordinated debt as of December 31, 2023.
For more information, see “Business—Supervision and Regulation—Capital Requirements.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital Required ​ ​ Minimum To Be Well- ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital ​ ​ for Capital Adequacy Plus ​ ​ Capitalized Under prompt ​ ​ ​ ​ ​ ​ ​ ​ Required for Capital ​ ​ Capital Conservation Buffer ​ ​ corrective Action ​ ​ Actual ​ ​ Adequacy ​ ​ Basel III Phase-In Schedule ​ ​ Provisions ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ Amount ​ Ratio ​ ​ (dollars in thousands) At December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 515,461 13.8 % $ 298,764 8.0 % $ 392,128 10.5 % ​ N/A N/A ​ Tier I capital (to risk-weighted assets) ​ ​ 460,067 12.3 % ​ 224,073 6.0 % ​ 317,437 8.5 % ​ N/A N/A ​ Common equity tier I capital (to risk-weighted assets) ​ ​ 460,067 12.3 % ​ 168,055 4.5 % ​ 261,419 7.0 % ​ N/A N/A ​ Tier I capital (to average assets) ​ ​ 460,067 10.9 % ​ 169,339 4.0 % ​ 169,339 4.0 % ​ N/A N/A ​ Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 460,199 12.3 % $ 298,541 8.0 % $ 391,835 10.5 % $ 373,177 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 416,805 11.2 % ​ 223,906 6.0 % ​ 317,200 8.5 % ​ 298,541 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 416,805 11.2 % ​ 167,929 4.5 % ​ 261,224 ​ 7.0 % ​ 242,565 ​ 6.5 % Tier I capital (to average assets) ​ ​ 416,805 9.9 % ​ 169,277 4.0 % ​ 169,277 4.0 % ​ 211,597 5.0 % At December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bank First Corporation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 509,763 14.1 % $ 288,325 8.0 % $ 378,427 10.5 % ​ N/A N/A ​ Tier I capital (to risk-weighted assets) ​ ​ 457,749 12.7 % ​ 216,244 6.0 % ​ 306,346 8.5 % ​ N/A N/A ​ Common equity tier I capital (to risk-weighted assets) ​ ​ 457,749 12.7 % ​ 162,183 4.5 % ​ 252,285 7.0 % ​ N/A N/A ​ Tier I capital (to average assets) ​ ​ 457,749 11.0 % ​ 167,134 4.0 % ​ 167,134 4.0 % ​ N/A N/A ​ Bank First, N.A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets) ​ $ 438,549 12.2 % $ 288,152 8.0 % $ 378,200 10.5 % $ 360,190 10.0 % Tier I capital (to risk-weighted assets) ​ ​ 398,535 11.1 % ​ 216,114 6.0 % ​ 306,162 8.5 % ​ 288,152 8.0 % Common equity tier I capital (to risk-weighted assets) ​ ​ 398,535 11.1 % ​ 162,086 4.5 % ​ 252,133 ​ 7.0 % ​ 234,124 ​ 6.5 % Tier I capital (to average assets) ​ ​ 398,535 9.5 % ​ 167,019 4.0 % ​ 167,019 4.0 % ​ 208,774 5.0 % ​ As previously mentioned, the Company carried $12.0 million of subordinated debt as of December 31, 2025 and 2024.
Management believes that the ACL - Loans is adequate. 56 Table of Contents The following table summarizes an allocation of the ACL - Loans and the related percentage of loans outstanding in each category for the periods below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31 ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ (in thousands, except %) Amount Loans Amount Loans Amount Loans Loan Type: ​ ​ ​ Commercial & industrial ​ $ 5,394 15 % $ 5,965 15 % $ 4,071 17 % Commercial real estate - owner occupied ​ 11,033 27 % 12,285 27 % 5,204 25 % Commercial real estate - non-owner occupied ​ 4,740 13 % 5,700 14 % 2,644 13 % Commercial real estate - multi-family ​ ​ 3,739 ​ 10 % ​ 4,754 ​ 10 % ​ 2,761 ​ 10 % Construction & development ​ 5,223 7 % 3,597 6 % 1,592 7 % Residential 1-4 family ​ 12,801 26 % 10,620 27 % 5,944 25 % Consumer ​ 1,084 2 % 615 1 % 314 2 % Other loans ​ 137 — % 73 — % 150 1 % Total allowance ​ $ 44,151 100 % $ 43,609 100 % $ 22,680 100 % ​ SOURCES OF FUNDS General.
Management believes that the ACL - Loans is adequate. 58 Table of Contents The following table summarizes an allocation of the ACL - Loans and the related percentage of loans outstanding in each category for the periods below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ (in thousands, except %) Amount ​ ​ ​ Loans ​ ​ ​ Amount ​ ​ ​ Loans ​ ​ ​ Amount ​ ​ ​ Loans ​ ​ ​ ​ Loan Type: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial ​ $ 7,264 18 % $ 6,737 17 % $ 8,471 18 % ​ Commercial real estate - owner occupied ​ 9,691 24 % 9,334 25 % 9,537 23 % ​ Commercial real estate - non-owner occupied ​ 4,581 14 % 5,213 14 % 6,055 15 % ​ Commercial real estate - multi-family ​ ​ 4,088 ​ 11 % ​ 3,739 ​ 9 % ​ 4,755 ​ 10 % ​ Construction & development ​ 3,814 6 % 5,223 8 % 3,581 6 % ​ Residential 1-4 family ​ 13,644 25 % 12,684 25 % 10,522 26 % ​ Consumer ​ 1,074 2 % 1,084 2 % 615 2 % ​ Other loans ​ 218 — % 137 — % 73 — % ​ Total allowance ​ $ 44,374 ​ 100 % $ 44,151 ​ 100 % $ 43,609 ​ 100 % ​ ​ SOURCES OF FUNDS General.
The negative provision for credit losses during 2024 related to improvement in financial trends related to two relationships that were part of the Hometown acquisition, which allowed for a reduction in specific reserves related to them. The elevated positive provision for credit losses during 2023 was primarily result of ASU 2016-13, which was adopted at the beginning of 2023.
The positive provision for credit losses during 2025 related to the growth of the loan portfolio. The negative provision for credit losses during 2024 related to improvement in financial trends related to two relationships that were part of a previous institution acquisition, which allowed for a reduction in specific reserves related to them.
Commercial and Industrial (C&I). Our C&I portfolio totaled $500.4 million and $487.9 million at December 31, 2024 and 2023, respectively, and represented 14% and 15% of our total loans, respectively. C&I loans increased 2.6% during 2024 due to the increased business needs of customers in our markets in response to strong economic conditions.
C&I loans increased 9.6% during 2025 due to the increased business needs of customers in our markets in response to strong economic conditions. Commercial Real Estate (CRE). Our CRE loan portfolio totaled $1.78 billion and $1.68 billion at December 31, 2025 and 2024, respectively, and represented 49% and 48% of our total loans, respectively.
The following tables summarize the dollar amount of loans maturing in our portfolio based on their loan type, fixed or variable rate of interest, and contractual terms to maturity at December 31, 2024.
The other loans category consists primarily of overdrawn depository accounts, loans utilized to purchase or carry securities and loans to nonprofit organizations. 54 Table of Contents Loan Portfolio Maturities The following tables summarize the dollar amount of loans maturing in our portfolio based on their loan type, fixed or variable rate of interest, and contractual terms to maturity at December 31, 2025.
At December 31, 2024, our investment in bank-owned life insurance was $61.5 million, an increase of $0.2 million from $61.3 million at December 31, 2023. Deposits. Deposits increased $228.2 million, or 6.7%, to $3.66 billion at December 31, 2024 from $3.43 billion at December 31, 2023.
At December 31, 2025, our investment in company-owned life insurance was $61.1 million, a decrease of $0.4 million from $61.5 million at December 31, 2024. Deposits. Deposits increased $34.7 million, or 1.0%, to $3.70 billion at December 31, 2025 from $3.66 billion at December 31, 2024.
Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average rate) and (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023 ​ ​ Compared with ​ Compared with ​ ​ Twelve Months Ended December 31, 2023 ​ Twelve Months Ended December 31, 2022 ​ ​ Increase/(Decrease) ​ Increase/(Decrease) ​ ​ Due to Change in ​ Due to Change in ​ ​ Volume ​ Rate ​ Total ​ Volume ​ Rate ​ Total ​ ​ (dollars in thousands) ​ (dollars in thousands) Interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable $ 7,401 $ 12,339 $ 19,740 $ 35,439 $ 26,062 $ 61,501 Tax-exempt ​ ​ 348 ​ ​ 224 ​ ​ 572 ​ ​ 348 ​ ​ 111 ​ ​ 459 Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (AFS) ​ ​ (2,097) ​ ​ 2,392 ​ ​ 295 ​ ​ (1,065) ​ ​ 1,686 ​ ​ 621 Tax-exempt (AFS) ​ ​ (117) ​ ​ 52 ​ ​ (65) ​ ​ (1,366) ​ ​ 421 ​ ​ (945) Taxable (HTM) ​ ​ 1,434 ​ ​ 130 ​ ​ 1,564 ​ ​ 1,696 ​ ​ 312 ​ ​ 2,008 Tax-exempt (HTM) ​ ​ (26) ​ ​ 1 ​ ​ (25) ​ ​ (25) ​ ​ 1 ​ ​ (24) Cash and due from banks ​ ​ 1,702 ​ ​ 240 ​ ​ 1,942 ​ ​ (1,884) ​ ​ 4,105 ​ ​ 2,221 Total interest income ​ ​ 8,645 ​ ​ 15,378 ​ ​ 24,023 ​ $ 33,143 ​ $ 32,698 ​ $ 65,841 Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Checking accounts ​ $ 2,407 ​ $ 3,363 ​ $ 5,770 ​ $ 196 ​ $ 4,091 ​ $ 4,287 Savings accounts ​ (203) ​ 2,647 ​ 2,444 ​ 751 ​ 5,946 ​ 6,697 Money market accounts ​ (990) ​ 3,148 ​ 2,158 ​ (3) ​ 9,700 ​ 9,697 Certificates of deposit ​ 3,371 ​ 7,846 ​ 11,217 ​ 3,410 ​ 8,168 ​ 11,578 Brokered Deposits ​ 166 ​ 47 ​ 213 ​ (153) ​ (8) ​ (161) Total interest bearing deposits ​ 4,751 ​ 17,051 ​ 21,802 ​ 4,201 ​ 27,897 ​ 32,098 Other borrowed funds ​ 58 ​ (2,258) ​ (2,200) ​ (1,482) ​ 5,938 ​ 4,456 Total interest expense ​ 4,809 ​ 14,793 ​ 19,602 ​ 2,719 ​ 33,835 ​ 36,554 Change in net interest income ​ $ 3,836 ​ $ 585 ​ $ 4,421 ​ $ 30,424 ​ $ (1,137) ​ $ 29,287 ​ CHANGES IN FINANCIAL CONDITION Total Assets.
Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average rate) and (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, 2025 ​ ​ ​ Twelve Months Ended December 31, 2024 ​ ​ Compared with ​ Compared with ​ ​ Twelve Months Ended December 31, 2024 ​ Twelve Months Ended December 31, 2023 ​ ​ Increase/(Decrease) ​ Increase/(Decrease) ​ ​ Due to Change in ​ Due to Change in ​ ​ Volume ​ Rate ​ Total ​ Volume ​ Rate ​ Total ​ ​ (dollars in thousands) ​ (dollars in thousands) Interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable ​ ​ ​ $ 8,036 ​ ​ ​ $ 5,443 ​ ​ ​ $ 13,479 ​ ​ ​ $ 7,401 ​ ​ ​ $ 12,339 ​ ​ ​ $ 19,740 Tax-exempt ​ ​ 814 ​ ​ 671 ​ ​ 1,485 ​ ​ 348 ​ ​ 224 ​ ​ 572 Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Taxable (AFS) ​ ​ 1,536 ​ ​ (560) ​ ​ 976 ​ ​ (2,097) ​ ​ 2,392 ​ ​ 295 Tax-exempt (AFS) ​ ​ (51) ​ ​ 45 ​ ​ (6) ​ ​ (117) ​ ​ 52 ​ ​ (65) Taxable (HTM) ​ ​ (113) ​ ​ 112 ​ ​ (1) ​ ​ 1,434 ​ ​ 130 ​ ​ 1,564 Tax-exempt (HTM) ​ ​ (23) ​ ​ 3 ​ ​ (20) ​ ​ (26) ​ ​ 1 ​ ​ (25) Cash and due from banks ​ ​ 1,089 ​ ​ (1,385) ​ ​ (296) ​ ​ 1,702 ​ ​ 240 ​ ​ 1,942 Total interest income ​ ​ 11,288 ​ ​ 4,329 ​ ​ 15,617 ​ $ 8,645 ​ ​ 15,378 ​ ​ 24,023 Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Checking accounts ​ $ 1,283 ​ $ (2,011) ​ $ (728) ​ $ 2,407 ​ $ 3,363 ​ $ 5,770 Savings accounts ​ 370 ​ (477) ​ (107) ​ (203) ​ 2,647 ​ 2,444 Money market accounts ​ 1,218 ​ (219) ​ 999 ​ (990) ​ 3,148 ​ 2,158 Certificates of deposit ​ 1,071 ​ (2,186) ​ (1,115) ​ 3,371 ​ 7,846 ​ 11,217 Brokered Deposits ​ 428 ​ 5 ​ 433 ​ 166 ​ 47 ​ 213 Total interest bearing deposits ​ 4,370 ​ (4,888) ​ (518) ​ 4,751 ​ 17,051 ​ 21,802 Other borrowed funds ​ 1,919 ​ 51 ​ 1,970 ​ 58 ​ (2,258) ​ (2,200) Total interest expense ​ 6,289 ​ (4,837) ​ 1,452 ​ 4,809 ​ 14,793 ​ 19,602 Change in net interest income ​ $ 4,999 ​ $ 9,166 ​ $ 14,165 ​ $ 3,836 ​ $ 585 ​ $ 4,421 ​ CHANGES IN FINANCIAL CONDITION Total Assets.
Interest expense increased $19.6 million, or 40.0%, to $68.6 million for the year ended December 31, 2024, up from $49.0 million for the year ended December 31, 2023.
Total interest expense increased $1.5 million, or 2.1%, to $70.1 million for the year ended December 31, 2025, up from $68.6 million for the year ended December 31, 2024.
Total interest income increased $23.9 million, or 13.1%, to $206.4 million for the year ended December 31, 2024, up from $182.5 million for the year ended December 31, 2023.
Total interest income increased $15.3 million, or 7.4%, to $221.7 million for the year ended December 31, 2025, up from $206.4 million for the year ended December 31, 2024.
Cash and cash equivalents increased by $13.8 million, or 5.6%, to $261.3 million at December 31, 2024 from $247.5 million at December 31, 2023. Investment Securities. The carrying value of total investment securities increased by $88.3 million to $333.8 million at December 31, 2024 from $245.5 million at December 31, 2023.
Cash and cash equivalents decreased by $18.1 million, or 6.9%, to $243.2 million at December 31, 2025 from $261.3 million at December 31, 2024. Investment Securities. The carrying value of total investment securities decreased by $65.7 million to $268.1 million at December 31, 2025 from $333.8 million at December 31, 2024.
Treasury securities ​ $ 22,671 3.6 % $ 40,574 3.7 % $ 44,316 4.3 % $ — — % $ 107,561 3.9 % Obligations of states and political subdivisions ​ ​ 800 2.3 % ​ 2,395 2.7 % ​ — — % ​ — — % ​ 3,195 ​ 2.6 % Total held to maturity securities ​ $ 23,471 ​ 3.5 % $ 42,969 ​ 3.7 % $ 44,316 4.3 % $ — — % $ 110,756 ​ 3.9 % Total ​ $ 125,009 4.1 % $ 71,737 4.1 % $ 94,515 3.6 % $ 55,404 3.0 % $ 346,665 3.8 % ​ 60 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ After One, But ​ After Five, But ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within One Year ​ Within Five Years ​ Within Ten Years ​ After Ten Years ​ Total ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average ​ Amortized ​ Average At December 31, 2023 Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) Cost Yield (1) ​ (dollars in thousands) ​ Available for sale securities ​ ​ ​ ​ ​ ​ Obligations of U.S.
Treasury securities $ 22,671 3.6 % $ 40,574 3.7 % $ 44,316 4.3 % $ — — % $ 107,561 3.9 % Obligations of states and political subdivisions ​ ​ 800 2.3 % ​ 2,395 2.7 % ​ — — % ​ — — % ​ 3,195 ​ 2.6 % Total held to maturity securities ​ $ 23,471 ​ 3.5 % $ 42,969 ​ 3.7 % $ 44,316 4.3 % $ — — % $ 110,756 ​ 3.9 % Total ​ $ 125,009 4.1 % $ 71,737 4.1 % $ 94,515 3.6 % $ 55,404 3.0 % $ 346,665 3.8 % (1) Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21%.
We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits. Our objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to increase earnings enhancement opportunities in a changing marketplace.
We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.
("Hometown"), a bank holding company headquartered in Fond du Lac, Wisconsin, pursuant to the merger agreement, dated as of July 25, 2022, by and between the Company and Hometown, whereby Hometown merged with and into the Company, and Hometown Bank, Hometown's wholly-owned banking subsidiary, merged with and into the Bank.
On January 1, 2026, the Company completed a merger with Centre, a bank holding company headquartered in Beloit, Wisconsin, pursuant to the merger agreement, dated as of July 17, 2025, by and between the Company and Centre, whereby Centre merged with and into the Company, and First National Bank and Trust, Centre's wholly-owned banking subsidiary, merged with and into the Bank.
Our total shareholders’ equity increased during 2024 and 2023 as a result of our profitability, reduced by dividends paid and common share repurchases. Growth in shareholders’ equity was further stimulated by the acquisition of Hometown during 2023. Our capital management consists of providing adequate equity to support our current and future operations.
Our total shareholders’ equity increased during 2025 and 2024 as a result of our profitability, reduced by dividends paid and common share repurchases. Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the Federal Reserve and the OCC.
We were servicing mortgage loans sold to others without recourse of approximately $1.17 billion and $1.18 billion at December 31, 2024 and 2023, respectively. Loans sold with the retention of servicing assets result in the capitalization of servicing rights. Loan servicing rights are subsequently amortized as an offset to other income over the estimated period of servicing.
Servicing rights are retained on all loans sold to the secondary market. 53 Table of Contents We were servicing mortgage loans sold to others without recourse of approximately $1.20 billion and $1.17 billion at December 31, 2025 and 2024, respectively. Loans sold with the retention of servicing assets result in the capitalization of servicing rights.
Based on these final rules, the Company was able to further reduce its estimated tax liability from 2023 by $1.3 million, resulting in the lower provision for income taxes and effective tax rate during 2024.
Final rules relating to qualifying loans under this legislation were published during the first quarter of 2024 and allowed the Company to reduce its estimated tax liability by $1.3 million, resulting in the lower provision for income taxes and effective tax rate during 2024.
This increase was driven by a combination of increases in the average rates paid on interest-bearing liabilities, rising from 2.04% during 2023 to 2.69% during 2024, and a $152.1 million increase in average interest-bearing liabilities. 45 Table of Contents Interest expense on interest-bearing deposits increased by $21.8 million to $64.2 million for the year ended December 31, 2024, from $42.4 million for the year ended December 31, 2023.
This increase was driven by a $205.2 million increase in average interest-bearing liabilities which offset a decrease in the average rates paid on interest-bearing liabilities from 2.69% during 2024 to 2.54% during 2025. 47 Table of Contents Interest expense on interest-bearing deposits decreased by $0.5 million to $63.7 million for the year ended December 31, 2025, from $64.2 million for the year ended December 31, 2024.
In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements. The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments.
Changes in these estimates or assumptions could have a material effect on the Company’s financial condition or results of operations. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.
Offsetting this year-over-year decline in earnings, net interest income increased by $4.3 million, provision for credit losses declined by $5.5 million, and noninterest expenses declined by $9.4 million from 2023 to 2024. Net Interest Income. The management of interest income and expense is fundamental to our financial performance.
These increases were offset by an increase in the provision for credit losses of $2.1 million and an increase in noninterest expenses of $5.7 million year-over-year. Net Interest Income. The management of interest income and expense is fundamental to our financial performance.
Management has evaluated the aforementioned loans and other loans classified as nonperforming and believes that all nonperforming loans have been adequately reserved for in the allowance for credit losses at December 31, 2024. 54 Table of Contents Nonaccrual Loans Loans are typically placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection.
Nonaccrual Loans Loans are typically placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection.
Borrowings and brokered deposits are considered short-term supplements to our overall liquidity but are not intended to be relied upon for long-term needs.
Our highest priority is placed on growing noninterest bearing deposits through strong community involvement in the markets that we serve. Borrowings and brokered deposits are considered short-term supplements to our overall liquidity but are not intended to be relied upon for long-term needs.
Under ASU 2016-13 a provision for credit losses totaling $5.5 million was recorded related to loans acquired from Hometown. The ACL-Loans was $44.2 million, or 1.26% of total loans, at December 31, 2024 compared to $43.6 million, or 1.30% of total loans, at December 31, 2023. Noninterest Income. Noninterest income is an important component of our total revenues.
The ACL-Loans was $44.4 million, or 1.23% of total loans, at December 31, 2025 compared to $44.2 million, or 1.26% of total loans, at December 31, 2024. Noninterest Income. Noninterest income is an important component of our total revenues.
Results of operations of the acquired business are included in the statement of income from the effective date of the acquisition. ​ The primary identifiable intangible asset we typically record in connection with a whole bank or branch acquisition is the value of the core deposit intangible which represents the estimated value of the long-term deposit relationships acquired in the transaction.
Accordingly, estimates related to recent acquisitions may be adjusted during the measurement period as additional information becomes available. ​ The primary identifiable intangible asset we typically record in connection with a whole bank or branch acquisition is the value of the core deposit intangible which represents the estimated value of the long-term deposit relationships acquired in the transaction.
NET INTEREST MARGIN Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities.
Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets.
For more information, see the Company’s website at www.bankfirst.com. ​ 43 Table of Contents Recent acquisitions Hometown Bancorp, Ltd. On February 10, 2023, the Company completed a merger with Hometown Bancorp, Ltd.
For more information, see the Company’s website at www.bankfirst.com. ​ 45 Table of Contents Recent acquisitions Centre 1 Bancorp, Inc.
Hometown's principal activity was the ownership and operation of Hometown Bank, a state-chartered banking institution that operated ten (10) branches in Wisconsin at the time of closing. The merger consideration totaled approximately $130.5 million.
The acquisition expanded the Company’s presence in Wisconsin and Illinois and added trust and wealth management capabilities. Centre's principal activity was the ownership and operation of First National Bank and Trust, a federal-chartered banking institution that operated seventeen (17) branches in Wisconsin and Illinois at the time of closing. The merger consideration totaled approximately $168.8 million.
Our off-balance sheet arrangements as of December 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of Commitments Expiring - By Period as of December 31, 2024 ​ ​ ​ ​ ​ Less Than ​ One to ​ Three to ​ After Five Other Commitments Total One Year Three Years Five Years Years ​ ​ (dollars in thousands) Unused lines of credit ​ $ 753,209 ​ $ 411,564 ​ $ 105,345 ​ $ 37,493 ​ $ 198,807 Standby and direct pay letters of credit ​ 11,055 ​ 9,651 ​ 599 ​ 625 ​ 180 Credit card arrangements ​ 24,399 ​ — ​ — ​ — ​ 24,399 Total commitments ​ $ 788,663 ​ $ 421,215 ​ $ 105,944 ​ $ 38,118 ​ $ 223,386 ​ We closely monitor the amount of our remaining future commitments to borrowers in light of prevailing economic conditions and adjust these commitments as necessary.
Our off-balance sheet arrangements as of December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of Commitments Expiring - By Period as of December 31, 2025 ​ ​ ​ ​ ​ Less Than ​ One to ​ Three to ​ After Five Other Commitments ​ ​ ​ Total ​ ​ ​ One Year ​ ​ ​ Three Years ​ ​ ​ Five Years ​ ​ ​ Years ​ ​ (dollars in thousands) Unused lines of credit ​ $ 765,542 ​ $ 429,526 ​ $ 83,356 ​ $ 43,724 ​ $ 208,936 Standby and direct pay letters of credit ​ 11,708 ​ 8,517 ​ 400 ​ 1,055 ​ 1,736 Credit card arrangements ​ 26,217 ​ — ​ — ​ — ​ 26,217 Total commitments ​ $ 803,467 ​ $ 438,043 ​ $ 83,756 ​ $ 44,779 ​ $ 236,889 ​ We closely monitor the amount of our remaining future commitments to borrowers in light of prevailing economic conditions and adjust these commitments as necessary.
Our CRE loans increased 21.5% during 2023, primarily as a result of loans acquired from Hometown during 2023. Construction and Development (C&D). Our C&D loan portfolio totaled $278.0 million and $200.8 million at December 31, 2024 and 2023, respectively, and represented 8% and 6% of our total loans, respectively.
Our C&D loan portfolio totaled $215.5 million and $278.0 million at December 31, 2025 and 2024, respectively, and represented 6% and 8% of our total loans, respectively. C&D loans decreased 22.5% during 2025 as construction in progress as of December 31, 2024, completed the construction phase and migrated to CRE balances, primarily multi-family. Residential 1-4 Family.
Noninterest-bearing deposits at December 31, 2024 and 2023 were $1.02 billion and $1.05 billion, respectively, while interest-bearing deposits were $2.64 billion and $2.38 billion at December 31, 2024 and 2023, respectively.
Noninterest-bearing deposits at December 31, 2025 and 2024 were $1.00 billion and $1.02 billion, respectively, while interest-bearing deposits were $2.69 billion and $2.64 billion at December 31, 2025 and 2024, respectively. At December 31, 2025, we had a total of $661.0 million in certificates of deposit.
Consumer loans include secured and unsecured loans, lines of credit and personal installment loans. Our consumer loans increased by 8.7% and 13.3% during 2024 and 2023, respectively. Other Loans. Our other loans totaled $15.6 million and $15.0 million at December 31, 2024 and 2023, respectively, and are immaterial to the overall loan portfolio.
Our consumer loan portfolio totaled $54.8 million and $55.4 million at December 31, 2025 and 2024, respectively, and represented 2% of our total loans at both dates. Consumer loans include secured and unsecured loans, lines of credit and personal installment loans. Other Loans.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe changes to net interest income shown below are in compliance with the Company’s policy guidelines. ​ ​ ​ ​ Change in Interest Rates Percentage Change in (in Basis Points) Net Interest Income +300 (4.5)% +200 (3.0)% +100 (1.5)% -100 (1.3)% -200 (2.1)% -300 ​ (2.1)% ​ Economic Value of Equity Analysis.
Biggest changeThe changes to net interest income shown below are in compliance with the Company’s policy guidelines. ​ ​ ​ ​ Change in Interest Rates ​ ​ ​ Percentage Change in (in Basis Points) Net Interest Income +300 (2.1)% +200 (1.2)% +100 (0.7)% -100 (2.1)% -200 (4.2)% -300 ​ (3.3)% ​ Economic Value of Equity Analysis.
Although our economic value of equity analysis provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the economic value of our equity and will differ from actual results. ​ 66 Table of Contents
Although our economic value of equity analysis provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the economic value of our equity and will differ from actual results. ​ 69 Table of Contents
The following table demonstrates, as of December 31, 2024, the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock,” in the yield curve and subjective adjustments in deposit pricing might have on the Company’s projected net interest income over the next 12 months.
The following table demonstrates, as of December 31, 2025, the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock,” in the yield curve and subjective adjustments in deposit pricing might have on the Company’s projected net interest income over the next 12 months.
Therefore, we model a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios; the collective impact of which will enable the Company to clearly understand the nature and extent of its sensitivity to interest 65 Table of Contents rate changes.
Therefore, we model a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios; the collective impact of which will enable the Company to clearly understand the nature and extent of its sensitivity to interest 68 Table of Contents rate changes.
The Company’s economic value of equity analysis as of December 31, 2024 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, the Company would experience a 3.00% increase in the economic value of equity.
The Company’s economic value of equity analysis as of December 31, 2025 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, the Company would experience a 3.48% increase in the economic value of equity.
At the same date, our analysis estimated that, in the event of an instantaneous 100 basis point decrease in interest rates, the Company would experience 3.23% decrease in the economic value of equity.
At the same date, our analysis estimated that, in the event of an instantaneous 100 basis point decrease in interest rates, the Company would experience 1.86% decrease in the economic value of equity.

Other BFC 10-K year-over-year comparisons