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What changed in BANCFIRST CORP /OK/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BANCFIRST CORP /OK/'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.

+241 added−247 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in BANCFIRST CORP /OK/'s 2025 10-K

241 paragraphs added · 247 removed · 204 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

81 edited+17 added−19 removed281 unchanged
Biggest changeBanking institutions with a ratio of CET1 to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer and, if applicable, the countercyclical capital buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. 7 Table of Contents The Basel III Capital Rules require the Company, BancFirst, Pegasus and Worthington to maintain an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, (iii) a minimum ratio of total capital to risk-weighted assets of at least 10.5%; and (iv) a minimum leverage ratio of 4%.
Biggest changeThe Basel III Capital Rules require the Company, BancFirst, Pegasus and Worthington to maintain an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, (iii) a minimum ratio of total capital to risk-weighted assets of at least 10.5%; and (iv) a minimum leverage ratio of 4%.
While to date, the Company, BancFirst, Pegasus and Worthington have not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, the Company, BancFirst, Pegasus and Worthington's systems and those of their customers and third party service providers are under constant threat and it is possible that the Company, BancFirst, Pegasus and Worthington could experience a significant event in the future.
While to date, the Company, BancFirst, Pegasus and Worthington have not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, the Company, BancFirst, Pegasus and Worthington's systems and those of their customers and third-party service providers are under constant threat and it is possible that the Company, BancFirst, Pegasus or Worthington could experience a significant event in the future.
The final rule introduces new tests under which the performance of banks with over $2 billion in assets will be assessed. The new rule also includes 12 Table of Contents data collection and reporting requirements, some of which are applicable only to banks with over $10 billion in assets, such as BancFirst.
The final rule introduces new tests under which the performance of banks with over $2 billion in assets will be assessed. The new rule also includes data collection and reporting requirements, some of which are applicable only to banks with over $10 billion in assets, such as 12 Table of Contents BancFirst.
To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Requirements,” included elsewhere in this item.
To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Requirements”, included elsewhere in this item.
The bank failures and related negative media attention in early 2023 have generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional, as well as community banks like the Company.
The bank failures and related negative media attention in early 2023 generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional, as well as community banks like the Company.
Additionally, provisions of federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. These provisions effectively inhibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.
Additionally, provisions of federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our stockholders. These provisions effectively inhibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.
Capital Requirements The Company, BancFirst, Pegasus and Worthington are each required to comply with applicable capital adequacy standards established by the Federal Reserve Board and the FDIC. The current risk-based capital standards applicable to the Company, BancFirst, Pegasus and Worthington are based on the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”).
Capital Requirements The Company, BancFirst, Pegasus and Worthington were required to comply with applicable capital adequacy standards established by the Federal Reserve Board and the FDIC. The current risk-based capital standards applicable to the Company, BancFirst, Pegasus and Worthington are based on the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”).
Our asset-liability management strategy, which is designed to mitigate our risk from changes in market interest rates, may not be able to mitigate changes in interest rates from having a material adverse effect on our results of operations and financial condition. Credit and Lending Risks We may be adversely affected by declining crude oil and natural gas prices.
Our asset-liability management strategy, which is designed to mitigate our risk from changes in market interest rates, may not be able to mitigate changes in interest rates from having a material adverse effect on our results of operations and financial condition. 16 Table of Contents Credit and Lending Risks We may be adversely affected by declining crude oil and natural gas prices.
In addition, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of its subsidiary banks will be assumed by the bankruptcy trustee and entitled to priority of payment.
In addition, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of its subsidiary banks would be assumed by the bankruptcy trustee and entitled to priority of payment.
Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. 21 Table of Contents We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations.
Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order 9 Table of Contents or condition imposed by the FDIC or written agreement entered into with the FDIC.
The directors and executive officers may vote to cause us to take actions with which our other stockholders do not agree. 22 Table of Contents Our amended certificate of incorporation, as well as certain provisions of banking law and Oklahoma corporate law, could make it difficult for a third party to acquire our company.
The directors and executive officers may vote to cause us to take actions with which our other stockholders do not agree. Our amended certificate of incorporation, as well as certain provisions of banking law and Oklahoma corporate law, could make it difficult for a third party to acquire our company.
The SEC has also announced plans to propose rules to require enhanced disclosure regarding human capital management and board diversity for public issuers; those rules have not, however, been proposed and the status of those plans is unclear. Market Areas and Competition The banking environment in Oklahoma is very competitive.
The SEC has also announced plans to propose rules to require enhanced disclosure regarding human capital management and board diversity for public issuers; those rules have not, however, been proposed and the status of those plans is unclear. 3 Table of Contents Market Areas and Competition The banking environment in Oklahoma is very competitive.
A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” and “well managed” under applicable Federal Reserve Board regulations.
A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” 5 Table of Contents and “well managed” under applicable Federal Reserve Board regulations.
The Company believes that, as of December 31, 2024, BancFirst, Pegasus and Worthington were “well capitalized” based on the ratios provided in Note (15), “Stockholders’ Equity,” in the notes to consolidated financial statements included in Item 8. Deposit Insurance Assessments The deposits of BancFirst, Pegasus and Worthington are insured by the FDIC.
The Company believes that, as of December 31, 2025, BancFirst, Pegasus, Worthington and ABOK were “well capitalized” based on the ratios provided in Note (15), “Stockholders’ Equity,” in the notes to consolidated financial statements included in Item 8. Deposit Insurance Assessments The deposits of BancFirst, Pegasus and Worthington are insured by the FDIC.
However, Texas banking law specifically empowers state-chartered banks such as Pegasus and Worthington to exercise the same powers as are conferred upon national banks by the laws of the United States and the regulations and policies of the Office of the Comptroller of the Currency, unless otherwise prohibited or limited by the Texas Banking 14 Table of Contents Commissioner or the Texas Finance Commission.
However, Texas banking law specifically empowers state-chartered banks such as Pegasus and Worthington to exercise the same powers as are conferred upon national banks by the laws of the United States and the regulations and policies of the Office of the Comptroller of the Currency, unless otherwise prohibited or limited by the Texas Banking Commissioner or the Texas Finance Commission.
A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control.
A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we 22 Table of Contents have no control.
General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease regardless of our operating results. General Risk Factors We rely on certain external vendors.
General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease regardless of our operating results. 23 Table of Contents General Risk Factors We rely on certain external vendors.
We do not have employment or non-compete agreements with these key employees. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.
We do not have employment or non-compete agreements with these key employees. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. 24 Table of Contents
If a bank holding company was unable to pay mandated assessments in support of its subsidiary banks, the FDIC could order the sale of the bank holding company’s stock in the subsidiary banks to cover the deficiency.
If a bank holding company were unable to pay mandated assessments in support of its subsidiary banks, the FDIC could order the sale of the bank holding company’s stock in the subsidiary banks to cover the deficiency.
Until the financial holding company returns to compliance, the Federal Reserve Board may impose limitations or conditions on the conduct of its activities, 5 Table of Contents and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the Federal Reserve Board.
Until the financial holding company returns to compliance, the Federal Reserve Board may impose limitations or conditions on the conduct of its activities, and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the Federal Reserve Board.
Safety and Soundness Standards The FDI Act requires the federal bank regulatory agencies to prescribe standards, by regulations or guidelines, relating to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation and compensation, fees and benefits and such other operational and managerial standards 9 Table of Contents as the agencies deem appropriate.
Safety and Soundness Standards The FDI Act requires the federal bank regulatory agencies to prescribe standards, by regulations or guidelines, relating to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation and compensation, fees and benefits and such other operational and managerial standards as the agencies deem appropriate.
Among other things, extensions of credit to insiders are required to be made on terms that are 6 Table of Contents substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons.
Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons.
A financial 10 Table of Contents institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack.
The authority of a national bank to invest in a financial subsidiary is subject to a number of conditions, including, among other things, requirements that the bank must be well managed and well capitalized (after deducting from the bank’s capital outstanding investments in financial subsidiaries).
The authority of a national bank to invest in a financial subsidiary is subject to a number of conditions, including, 14 Table of Contents among other things, requirements that the bank must be well managed and well capitalized (after deducting from the bank’s capital outstanding investments in financial subsidiaries).
Technological advances and the growth of e-commerce have made it possible for non-depository institutions to 20 Table of Contents offer products and services that traditionally were banking products, and for financial institutions and other companies to provide electronic and internet-based financial solutions for processing electronic payment transactions.
Technological advances and the growth of e-commerce have made it possible for non-depository institutions to offer products and services that traditionally were banking products, and for financial institutions and other companies to provide electronic and internet-based financial solutions for processing electronic payment transactions.
In addition, the Company owns 100% of the common securities of BFC Capital Trust II (a Delaware business trust), 100% of Council Oak Partners LLC, an Oklahoma limited liability company engaging in investing activities, 100% of BancFirst Insurance Services, Inc., an Oklahoma business corporation operating as an independent insurance agency and 100% of BFC-PNC, LLC, an operating subsidiary to hold other real estate owned.
In addition, the Company owns 100% of the common securities of BFC Capital Trust II (a Delaware business trust), 100% of Council Oak Partners LLC, an Oklahoma limited liability company engaging in investing activities, 100% of BancFirst Insurance Services, Inc., an Oklahoma business corporation operating as an independent insurance agency, 100% of BFC-PNC, LLC, an operating subsidiary to hold other real estate owned and 80% of Calimesa Town Center, LLC an operating subsidiary to hold other real estate owned.
A significant portion of our noninterest income is derived from service charge income, including NSF fees, which represented 16.8% of our noninterest income for the year ended December 31, 2024. Violations of applicable consumer protection laws could result in enforcement actions and significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees.
A significant portion of our noninterest income is derived from service charge income, including NSF fees, which represented 15.8% of our noninterest income for the year ended December 31, 2025. Violations of applicable consumer protection laws could result in enforcement actions and significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees.
They provide a wide range of banking services to individual and corporate customers and are subject to competition from other local, regional, and national financial institutions. Human Capital Resources As of December 31, 2024, the Company employed 2,135 full time equivalent employees. None of its employees are represented by collective bargaining agreements.
They provide a wide range of banking services to individual and corporate customers and are subject to competition from other local, regional, and national financial institutions. Human Capital Resources As of December 31, 2025, the Company employed 2,260 full time equivalent employees. None of its employees are represented by collective bargaining agreements.
In general, these regulations require that any such transaction by a financial institution with an affiliate must be secured by designated amounts of specified collateral and must be limited to certain thresholds on an individual and aggregate basis.
In general, these regulations require that any such transaction by a 6 Table of Contents financial institution with an affiliate must be secured by designated amounts of specified collateral and must be limited to certain thresholds on an individual and aggregate basis.
A change in statutes, regulations or regulatory policies applicable to the Company, including changes in interpretation or implementation thereof, could have a material effect on the Company’s business. 4 Table of Contents Regulatory Agencies In the U.S., banking is regulated at both the federal and state level.
A change in statutes, regulations or regulatory policies applicable to the Company, including changes in interpretation or implementation thereof, could have a material effect on the Company’s business. Regulatory Agencies In the U.S., banking is regulated at both the federal and state level.
Management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware.
Management is expected to maintain sufficient business continuity planning processes to ensure the rapid 10 Table of Contents recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware.
The Company views its employees as a differentiator, enabling the Company to meet customers’ needs through highly trained and motivated employees.
The Company views its employees as a differentiator, enabling the Company to meet customer needs through highly trained and motivated employees.
For more information on the Company’s Operating Segments, see Note (23), “Segment Information,” to the Company’s Consolidated Financial Statements. Control of Company Affiliates of the Company beneficially own approximately 36% of the outstanding shares of the Company’s common stock as of January 31, 2025.
For more information on the Company’s Operating Segments, see Note (23), “Segment Information,” to the Company’s Consolidated Financial Statements. Control of Company Affiliates of the Company beneficially own approximately 35% of the outstanding shares of the Company’s common stock as of January 31, 2026.
These include developments in smart cards, e-commerce, mobile and radio frequency and proximity payment devices, such as contactless cards. Ongoing or increased competition in payment processing may restrict our ability to generate interchange revenue in the future. For the year ended December 31, 2024, debit card interchange revenue represented 14.5% of our noninterest income.
These include developments in smart cards, e-commerce, mobile and radio frequency and proximity payment devices, such as contactless cards. Ongoing or increased competition in payment processing may restrict our ability to generate interchange revenue in the future. For the year ended December 31, 2025, debit card interchange revenue represented 13.6% of our noninterest income.
The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed. Further, such statutes, regulations and policies are continually under review by Congress and state legislatures, and federal and state regulatory agencies.
The descriptions are 4 Table of Contents qualified in their entirety by reference to the specific statutes and regulations discussed. Further, such statutes, regulations and policies are continually under review by Congress and state legislatures, and federal and state regulatory agencies.
Interstate Banking and Branching Under the Riegle-Neal Interstate Banking and Branching Efficiency Act, as amended by the Dodd-Frank Act (the “Riegle-Neal Act”), a bank holding company may acquire banks in states other than its home state, subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to or following the proposed acquisition, control no more than 10% of the total amount of deposits of insured depository institutions nationwide and no more than 30% of such deposits in that state (or such amount as set by the state if such amount is lower than 30%).
The impact of these developments on banking organizations subject to CFPB regulation is uncertain. 13 Table of Contents Interstate Banking and Branching Under the Riegle-Neal Interstate Banking and Branching Efficiency Act, as amended by the Dodd-Frank Act (the “Riegle-Neal Act”), a bank holding company may acquire banks in states other than its home state, subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to or following the proposed acquisition, control no more than 10% of the total amount of deposits of insured depository institutions nationwide and no more than 30% of such deposits in that state (or such amount as set by the state if such amount is lower than 30%).
Furthermore, banking regulations take into account the CRA rating when considering approval of a proposed transaction. During its last examination in 2024, a rating of “satisfactory” was received by BancFirst. During its last examination in 2020, a rating of “satisfactory” was received by Pegasus. During its last examination in 2018, a rating of "outstanding" was received by Worthington.
Furthermore, banking regulations take into account the CRA rating when considering approval of a proposed transaction. During its last examination in 2024, a rating of “satisfactory” was received by BancFirst. During its last examination in 2024, a rating of “satisfactory” was received by Pegasus. During its last examination in 2025, a rating of "satisfactory" was received by Worthington.
Financial institutions are expected to design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures, to reliably authenticate customers accessing internet-based services of the financial institution.
Cybersecurity Federal agencies have issued statements regarding cybersecurity. Financial institutions are expected to design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures, to reliably authenticate customers accessing internet-based services of the financial institution.
Our directors and executive officers, as a group, beneficially owned 32% of our outstanding common stock as of January 31, 2025.
Our directors and executive officers, as a group, beneficially owned 31% of our outstanding common stock as of January 31, 2026.
We anticipate the current presidential administration will seek to implement regulatory reform. Changes in the regulatory environment for the banking industry, including rule-making, supervision, examination, enforcement and other executive and legislative changes add uncertainty, including timing and scope of potential changes.
The current presidential administration has sought to implement regulatory reform. Changes in the regulatory environment for the banking industry, including rule-making, supervision, examination, enforcement and other executive and legislative changes add uncertainty, including timing and scope of potential changes.
The proposal would, if adopted, adopt an approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data gathered by the Federal Reserve from large debit card issuers. The comment period for this proposal ended in May 2024.
The proposal would, if adopted, adopt an approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data gathered by the Federal Reserve from large debit card issuers.
Pegasus and Worthington's lending activities include private banking, commercial and residential real estate, commercial and industrial and energy loans. They each have a full complement of deposit products including sweep accounts and securities investment products.
All of these companies are Oklahoma entities. Pegasus and Worthington's lending activities include private banking, commercial and residential real estate, commercial and industrial and energy loans. They each have a full complement of deposit products including sweep accounts and securities investment products.
Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations. Our information systems may experience an interruption or breach in security. We rely heavily on communications and information systems to conduct our business.
Failure to successfully manage these risks in the development and implementation of 21 Table of Contents new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations. Our information systems may experience an interruption or breach in security.
BancFirst currently has 104 banking locations serving 59 communities throughout Oklahoma, Pegasus has 3 banking locations in the Dallas Metroplex area and Worthington has 3 locations in the Fort Worth Metroplex area, one location in Arlington Texas and one location in Denton Texas.
BancFirst currently has 109 banking locations serving 62 communities throughout Oklahoma, Pegasus has three banking locations in the Dallas Metroplex area, Worthington has three locations in the Fort Worth Metroplex area, one location in Arlington Texas and one location in Denton Texas.
As reported by the Federal Deposit Insurance Corporation (“FDIC”), the Company’s market share of deposits within the state of Oklahoma was 6.84% as of June 30, 2024 and 6.86% as of June 30, 2023. Marketing to existing and potential customers is performed through a variety of media advertising, direct mail and direct personal contacts.
As reported by the Federal Deposit Insurance Corporation (“FDIC”), the Company’s (including ABOK acquired November 17, 2025) market share of deposits within the state of Oklahoma was 7.58% as of June 30, 2025 and 6.84% as of June 30, 2024. Marketing to existing and potential customers is performed through a variety of media advertising, direct mail and direct personal contacts.
The Company is also subject to the accounting oversight and corporate governance requirements of the Sarbanes-Oxley Act of 2002, including: • required executive certification of financial presentation; • increased requirements for board audit committees and their members; • enhanced disclosures of controls and procedures and internal control over financial reporting; 15 Table of Contents • enhanced controls over, and reporting of, insider trading and • increased penalties for financial crimes and forfeiture of executive bonuses in certain circumstances.
In addition, the Dodd-Frank Act includes provisions that affect corporate governance and executive compensation at most United States publicly traded companies, including the Company. 15 Table of Contents The Company is also subject to the accounting oversight and corporate governance requirements of the Sarbanes-Oxley Act of 2002, including: • required executive certification of financial presentation; • increased requirements for board audit committees and their members; • enhanced disclosures of controls and procedures and internal control over financial reporting; • enhanced controls over, and reporting of, insider trading and • increased penalties for financial crimes and forfeiture of executive bonuses in certain circumstances.
As of December 31, 2024, the price per barrel of crude oil was approximately $72 down from $76 at December 31, 2023. At December 31, 2024, the price per million British thermal units of natural gas was approximately $3.02 up from $2.51 at December 31, 2023.
As of December 31, 2025, the price per barrel of crude oil was approximately $61 down from $72 at December 31, 2024. At December 31, 2025, the price per million British thermal units of natural gas was approximately $4.25 up from $3.02 at December 31, 2024.
The financial impact on the Company of ongoing market volatility, continued inflation and higher interest rates will depend on future developments which are highly uncertain and difficult to predict. Competition with other financial institutions could adversely affect our profitability.
If such movement is permanent, it will reduce our net interest margin going forward. The financial impact on the Company of ongoing market volatility, continued inflation and higher interest rates will depend on future developments which are highly uncertain and difficult to predict. Competition with other financial institutions could adversely affect our profitability.
As insurer, the FDIC is authorized to conduct examinations of and to require reporting by DIF-insured institutions. It also may prohibit any DIF-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF. The FDIC also has the authority to take enforcement actions against insured institutions.
It also may prohibit any DIF-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF. The FDIC also has the authority to take enforcement actions against insured institutions.
In general, however, each location competes with other banking institutions, savings and loan associations, brokerage firms, personal loan finance companies and credit unions within their respective market areas. 3 Table of Contents The communities in which BancFirst maintains offices are generally local trade centers throughout Oklahoma.
The geographic dispersion of BancFirst’s banking locations presents several different levels and types of competition. In general, however, each location competes with other banking institutions, savings and loan associations, brokerage firms, personal loan finance companies and credit unions within their respective market areas. The communities in which BancFirst maintains offices are generally local trade centers throughout Oklahoma.
Over the next several years, the Company acquired additional banks and bank holding companies, and in November 1988, the Company changed its name to BancFirst Corporation. Effective April 1, 1989, the Company consolidated its 12 subsidiary banks and formed BancFirst. Over the intervening decades, the Company has continued to expand through acquisitions and de-novo branches.
Over the next several years, the Company acquired additional banks and bank holding companies, and in November 1988, the Company changed its name to BancFirst Corporation. Effective April 1, 1989, the Company consolidated its 12 subsidiary banks and formed BancFirst.
Oklahoma City, Oklahoma 73102 ATTENTION: Randy Foraker Executive Vice President (405) 270-1044 1A. Risk Factors In the course of conducting our business operations, we are exposed to a variety of risks that are inherent to the financial services industry. The following discusses some of the key inherent risk factors that could affect our business and operations.
Oklahoma City, Oklahoma 73102 ATTENTION: Hannah Andrus Chief Financial Officer (405) 218-4174 1A. Risk Factors In the course of conducting our business operations, we are exposed to a variety of risks that are inherent to the financial services industry. The following discusses some of the key inherent risk factors that could affect our business and operations.
Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems.
Although as of December 31, 2024, oil and 16 Table of Contents gas loans comprised 6.4% of our loan portfolio, the impact of lower oil and natural gas prices could have an indirect impact on our other loan portfolio segments, for example, commercial real estate (“CRE”).
Although as of December 31, 2025, oil and gas loans comprised 6.4% of our loan portfolio, the impact of lower oil and natural gas prices could have an indirect impact on our other loan portfolio segments, for example, commercial real estate (“CRE”). A substantial portion of our loan portfolio is secured by real estate, in particular commercial real estate.
A substantial portion of our loan portfolio is secured by real estate, in particular commercial real estate. Deterioration in the real estate markets could lead to losses, which could have a material negative effect on our financial condition and results of operations. Loans secured by real estate constitute a significant portion of our loan portfolio.
Deterioration in the real estate markets could lead to losses, which could have a material negative effect on our financial condition and results of operations. Loans secured by real estate constitute a significant portion of our loan portfolio. At December 31, 2025, this percentage was approximately 71%.
The Federal Reserve Board also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product. The Company exceeded $10 billion in total assets at December 31, 2022.
The Federal Reserve Board also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.
If our auditors or we discover a material weakness, the disclosure of that fact, 23 Table of Contents even if quickly remedied, could reduce the market’s confidence in our consolidated financial statements and have an adverse effect on our stock price.
We have in the past discovered, and may in the future discover, areas of our internal control over financial reporting that need improvement. If our auditors or we discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our consolidated financial statements and have an adverse effect on our stock price.
At December 31, 2024, this percentage was approximately 71%. While our record of asset quality has historically been solid, we cannot guarantee that our record of asset quality will be maintained in future periods.
While our record of asset quality has historically been solid, we cannot guarantee that our record of asset quality will be maintained in future periods.
Additionally, the processes we use to estimate our expected credit losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and forecasting models.
If management’s judgments later prove to have been inaccurate, we may experience unexpected losses that could be substantial. 20 Table of Contents Additionally, the processes we use to estimate our expected credit losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and forecasting models.
The scope, content and application of the U.S. banking regulators' policies on incentive compensation continue to evolve. It cannot be determined at this time whether compliance with such policies will adversely affect the ability of the Company, BancFirst, Pegasus and Worthington to hire, retain and motivate key employees. Cybersecurity Federal agencies have issued statements regarding cybersecurity.
In March 2025, the FDIC withdrew its proposal. The scope, content and application of the U.S. banking regulators' policies on incentive compensation may change in the future and it cannot be determined at this time whether compliance with such policies will adversely affect the ability of the Company, BancFirst, Pegasus and Worthington to hire, retain and motivate key employees.
The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital.
The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan.
Federal Reserve Board rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction. 11 Table of Contents An upward adjustment of no more than 1 cent to an issuer's debit card interchange fee is allowed if the card issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards.
Federal Reserve Board rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange 11 Table of Contents fee for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction.
The Company also conducts operating activities through its wholly-owned subsidiaries, Pegasus Bank (“Pegasus”), a Texas state-chartered bank headquartered in Dallas, Texas and Worthington Bank ("Worthington"), a Texas state-chartered bank headquartered in Arlington, Texas.
The Company also conducts operating activities through its wholly-owned subsidiaries, Pegasus Bank (“Pegasus”), a Texas state-chartered bank headquartered in Dallas, Texas, Worthington Bank ("Worthington"), a Texas state-chartered bank headquartered in Arlington, Texas and, prior to its merger with BancFirst in February 2026, American Bank of Oklahoma (“ABOK”), an Oklahoma state-chartered bank headquartered in Collinsville, Oklahoma.
Bank holding companies that have elected to be treated as financial holding companies, such as the Company, may engage in a broader range of activities considered "financial in nature." “Financial in nature” activities include securities underwriting, dealing and market making, sponsoring mutual funds and investment companies, insurance underwriting and agency, merchant banking and other activities that the Federal Reserve Board, in consultation with the Secretary of the U.S.
“Financial in nature” activities include securities underwriting, dealing and market making, sponsoring mutual funds and investment companies, insurance underwriting and agency, merchant banking and other activities that the Federal Reserve Board, in consultation with the Secretary of the U.S.
Failure to keep pace with technological change could adversely affect our results of operations and financial condition. The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving our customers, the effective use of technology increases our efficiency and enables us to reduce costs.
Failure to keep pace with technological change could adversely affect our results of operations and financial condition. The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services, including products and services leveraging artificial intelligence (AI).
The FDI Act generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan.
A bank’s capital category is determined solely for applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes. 8 Table of Contents The FDI Act generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan.
On October 24, 2023, the OCC, the Federal Reserve Board and the FDIC, issued a joint final rule to modernize the CRA regulatory framework.
During its last examination in 2024, a rating of "satisfactory" was received by ABOK. On October 24, 2023, the OCC, the Federal Reserve Board and the FDIC, issued a joint final rule to modernize the CRA regulatory framework.
Changes to statutes, regulations or regulatory policies or supervisory guidance, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, could affect us in substantial and unpredictable ways.
Any change in applicable regulations or federal or state legislation could have a substantial impact on us and our results of operations. Changes to statutes, regulations or regulatory policies or supervisory guidance, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, could affect us in substantial and unpredictable ways.
The rule requires public issuers, including us, to significantly expand the scope of climate-related disclosures in their SEC filings but the SEC has stayed the enforcement of those rules to permit judicial review of those rules and, in February, 2025 the Chairman of the SEC directed the staff to pause its defense of this rule.
The rule would require public issuers, including us, to significantly expand the scope of climate-related disclosures in their SEC filings, but the SEC has stayed the enforcement of those rules to permit judicial review of those rules and, in March 2025 informed the United States Circuit Court of Appeals for the Eighth Circuit that the SEC was ending its defense of this rule.
The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is only applicable to certain covered institutions and does not have any current applicability to the Company, BancFirst, Pegasus or Worthington. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios.
The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is only applicable to certain covered institutions and does not have any current applicability to the Company, BancFirst, 7 Table of Contents Pegasus and Worthington.
These developments have negatively impacted customer confidence in regional and community banks that are not considered too big to fail, which has prompted customers to move uninsured deposits to banks that are perceived as too big to fail.
These developments negatively impacted customer confidence in regional and community banks that were not considered too big to fail, which prompted customers to move uninsured deposits to banks that are perceived as too big to fail. Further, competition for deposits increased and available yields similarly increased, causing non-interest-bearing deposits to move to interest-bearing deposits and off-balance sheet sweep accounts.
If we pursue a future acquisition, our management could spend a significant amount of time and effort identifying and completing the acquisition.
If these issues or liabilities exceed our estimates, our results of operations and financial condition may be negatively affected. If we pursue a future acquisition, our management could spend a significant amount of time and effort identifying and completing the acquisition.
The process of integrating acquired companies into our business may also result in unforeseen difficulties. Unforeseen operating difficulties may absorb significant management attention, which we might otherwise devote to our existing business. Also, the process may require significant financial resources that we might otherwise allocate to other activities, including the ongoing development or expansion of our existing operations.
Our completed acquisitions, or any future acquisition, may not produce the revenue, cost savings, earnings or synergies that we anticipated. The process of integrating acquired companies into our business may also result in unforeseen difficulties. Unforeseen operating difficulties may absorb significant management attention, which we might otherwise devote to our existing business.
Changes in the level of interest rates, a prolonged unfavorable interest rate environment or a decrease in our level of deposits that increases our cost of funds could negatively affect our profitability and financial condition.
Changes in the level of interest rates, a prolonged unfavorable interest rate environment or a decrease in our level of deposits that increases our cost of funds could negatively affect our profitability and financial condition. 19 Table of Contents Acquisition Related Risk There can be no assurance that the integration of our acquisitions will be successful or will not result in unforeseen difficulties that may absorb significant management attention.
BancFirst has the following 100% owned principal subsidiaries: BancFirst Agency, Inc., a credit life insurance agency and BFTower, LLC (which owns a 49% ownership interest in SFPG, LLC, a parking garage, and a 100% ownership interest in ParcFirst@Bricktown, LLC, a surface parking lot). All of these companies are Oklahoma entities.
Insurance services offered through BancFirst Insurance Services, Inc. consists of business and personal insurance, employee benefits, surety bonds and claims and risk management. BancFirst has the following 100% owned principal subsidiary: BFTower, LLC (which owns a 49% ownership interest in SFPG, LLC, a parking garage, and a 100% ownership interest in ParcFirst@Bricktown, LLC, a parking garage).
Subject to pending litigation, we anticipate most provisions of the final rule will become effective on January 1, 2026, and the data reporting requirements will become effective on January 1, 2027. Consumer Laws and Regulations Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their transactions with banks.
Consumer Laws and Regulations Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their transactions with banks.
Additionally, we may be exposed to potential asset quality issues or unknown or 19 Table of Contents contingent liabilities of the banks, businesses, assets and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be negatively affected.
Also, the process may require significant financial resources that we might otherwise allocate to other activities, including the ongoing development or expansion of our existing operations. Additionally, we may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets and liabilities we acquire.
The increased assessment is expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC's amended restoration plan. The Company’s FDIC deposit insurance assessment expense totaled $6.3 million, $5.8 million and $4.7 million in 2024, 2023 and 2022, respectively.
The increased assessment was expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC's amended restoration plan. As of June 30, 2025, the reserve ratio exceeded the statutory minimum and, beginning with third quarter 2025, the FDIC no longer operated under a restoration plan.
Accordingly, we cannot assure you that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers. Compliance and Regulatory Risks We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations.
Compliance and Regulatory Risks We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations. We are subject to extensive regulation, supervision and examination by federal and state banking authorities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed14 unchanged
Biggest changeIncident Response and Recovery Planning The Company has established comprehensive incident response and recovery plans and continues to regularly test and evaluate the effectiveness of those plans.
Biggest changeIncident Response and Recovery Planning The Company has established comprehensive incident response and recovery plans and continues to regularly test and evaluate the effectiveness of those plans. The Company's incident response and recovery plans address and guide its employees, management and the Board on its response to a cybersecurity incident.
The CISO manages a team of cybersecurity professionals with broad experience and expertise, including threat assessments and detection, mitigation technologies, cybersecurity training, incident response, insider threats and regulatory compliance. 24 Table of Contents The Company has not, as of the date of this Form 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to its business or operations.
The CISO manages a team of cybersecurity professionals with broad experience and expertise, including threat assessments and detection, mitigation technologies, cybersecurity training, incident response, insider threats and regulatory compliance. The Company has not, as of the date of this Form 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to its business or operations.
The Company utilizes data analytics to detect anomalies and monitor for possible cyber threats. The Company's Cybersecurity Operations Center provides comprehensive cyber threat detection and response capabilities and maintains a 24x7 monitoring system which complements the technology, processes and threat detection techniques the Company uses to monitor, manage and mitigate cybersecurity threats.
The Company utilizes data analytics to detect anomalies and monitor for possible cyber threats. The Company's Cybersecurity Operations Center provides comprehensive cyber threat detection and response capabilities and maintains a 25 Table of Contents 24x7 monitoring system which complements the technology, processes and threat detection techniques the Company uses to monitor, manage and mitigate cybersecurity threats.
All employees with network access participate annually in required training, including spear phishing and other awareness training. The Company also periodically conducts walkthrough exercises with management and other employees to practice cyber incident response.
Training and Awareness The Company provides awareness training to its employees to help identify, avoid and mitigate cybersecurity threats. All employees with network access participate annually in required training, including spear phishing and other awareness training. The Company also periodically conducts walkthrough exercises with management and other employees to practice cyber incident response.
Removed
The Company's incident response and recovery plans address and guide its employees, management and the Board on its response to a cybersecurity incident. 25 Table of Contents Training and Awareness The Company provides awareness training to its employees to help identify, avoid and mitigate cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeThe Company’s wholly-owned subsidiary, Worthington has one banking location in Arlington, Texas, one in Colleyville, Texas, one in Denton, Texas and two in Fort Worth, Texas. The main bank is located at 200 W Main St, Arlington, TX 76010.
Biggest changeThe Company’s wholly-owned subsidiary, Worthington has one banking location in Arlington, Texas, one in Colleyville, Texas, one in Denton, Texas and two in Fort Worth, Texas. The main bank is located at 200 W Main St, Arlington, TX 76010. At December 31, 2025, the Company's wholly-owned subsidiary, ABOK had six banking locations in communities located in northeast Oklahoma.
Item 2. Properties. The principal offices of the Company are located at 100 North Broadway Ave., Oklahoma City, Oklahoma 73102. The Company owns substantially all of the properties and buildings in which its various offices and facilities are located. These properties include the main bank and 103 additional BancFirst branches in Oklahoma.
Item 2. Properties. The principal offices of the Company are located at 100 North Broadway Ave., Oklahoma City, Oklahoma 73102. The Company owns substantially all of the properties and buildings in which its various offices and facilities are located. These properties include the main bank and 104 additional BancFirst branches in Oklahoma.
(See Note 6 - “Premises and Equipment, Net and Other Assets” to the Consolidated Financial Statements for further information on the Company’s properties).
The main bank was located at 200 E Main St, Collinsville, OK 74021. (See Note 6 - “Premises and Equipment, Net and Other Assets” to the Consolidated Financial Statements for further information on the Company’s properties).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeAlthough the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.
Biggest changeAlthough the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company. 26 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−0 removed4 unchanged
Biggest changeThe SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options, for distributions of restricted stock units or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock.
Biggest changeIn addition, the SRP may be used to purchase treasury stock for the issuance of stock related to stock-based compensation plans, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock.
The amount approved is subject to amendment. The Stock Repurchase Program will remain in effect until all shares are repurchased. No purchases were made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended December 31, 2024.
The amount approved is subject to amendment. The Stock Repurchase Program will remain in effect until all shares are repurchased. No purchases were made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended December 31, 2025.
All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee. At December 31, 2024, up to 479,784 shares could be repurchased under the Stock Repurchase Program.
All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee. At December 31, 2025, up to 479,784 shares could be repurchased under the Stock Repurchase Program.
Equity Compensation Plan Information Information regarding stock-based compensation awards outstanding and available for future grants as of December 31, 2024 is presented in the table below. All of the Company’s stock-based compensation plans have been approved by the Company’s stockholders.
Equity Compensation Plan Information Information regarding stock-based compensation awards outstanding and available for future grants as of December 31, 2025 is presented in the table below. All of the Company’s stock-based compensation plans have been approved by the Company’s stockholders.
(a) (b) (c) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders 1,111,730 $ 58.16 492,822 Performance Graph The Company’s performance graph is incorporated by reference from “Performance Graph” contained on the last page of this 10-K report.
(a) (b) (c) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Equity compensation plans approved by security holders 1,018,771 $ 61.83 455,503 Performance Graph The Company’s performance graph is incorporated by reference from “Performance Graph” contained on the last page of this 10-K report. 27 Table of Contents
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Common Stock Market Prices and Dividends The Company’s Common Stock is listed on the NASDAQ Global Select Market System (“NASDAQ/GS”) and is traded under the symbol “BANF”. As of January 31, 2025, there were 212 holders of record of our Common Stock.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Common Stock Market Prices and Dividends The Company’s Common Stock is listed on the NASDAQ Global Select Market System (“NASDAQ/GS”) and is traded under the symbol “BANF”.
Stock Repurchases The Company has adopted a Stock Repurchase Program (the “SRP”).
Stock Repurchases The Company has adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity.
Added
As of January 31, 2026, there were 271 holders of record of our Common Stock, which does not include stockholders whose shares are held in nominee or “street name”.

Item 7. Management's Discussion & Analysis

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

104 edited+18 added−21 removed57 unchanged
Biggest changeFactors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: • Potential impacts of the adverse developments in the banking industry driven by high-profile bank failures, including impacts on customer confidence, demand deposit outflows and the regulatory response thereto . • Deterioration in the market for commercial office property could have an adverse effect on the value of the Company's other real estate owned as well as commercial office collateral for the Company's commercial real estate loans. • Political pressures could further limit our ability to charge NSF and overdraft fees. • Further shift in deposit mix from noninterest-bearing deposits to interest-bearing deposits could negatively impact net interest margin. • Changes in interest rates. • The increased time and effort related to ongoing and/or changed regulations from regulatory bodies could negatively impact noninterest expense. • Local, regional, national and international economic conditions and the impact they may have on the Company and its customers. • Changes in the mix of loan sectors and types or the level of non-performing assets and charge-offs. • Inflation, including wage inflation, energy prices, securities markets and monetary fluctuations. • Impairment of the Company’s goodwill or other intangible assets. • Changes in consumer spending, borrowing and savings habits. • Changes in the financial performance and/or condition of the Company’s borrowers, including the impact of higher interest rates. • Technological changes. • Cyber threats. 28 Table of Contents • The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. • The Company’s success at managing the risks involved in the foregoing items.
Biggest changeFactors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: • The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. • Changes in fiscal, monetary or regulatory policy may have adverse consequences including impacts to the labor market, tariffs and inflation which may impact our financial performance. • Changes in the regulatory environment for the banking industry, including rule-making, supervision, examination and enforcement. • The increased time, effort and staffing needs related to ongoing and/or changed regulations from regulatory bodies could negatively impact noninterest expense. • Local, regional, national and international economic conditions, including the effect of a government shutdown, and the impact they may have on the Company and its customers. • Inflation, including wage inflation, energy prices, securities markets and monetary fluctuations. • Changes in oil and gas commodity prices and the potential impact to the related loan portfolio as well as the overall impact to the regional economic environment. • Changes in interest rates. • Potential impacts of adverse developments in the banking industry that could impact customer confidence. • Further shift in deposit mix from noninterest-bearing deposits to interest-bearing deposits could negatively impact net interest margin. • Changes in the financial performance and/or condition of the Company’s borrowers, including the impact of higher interest rates. • Changes in consumer spending, borrowing and savings habits. • Changes in the mix of loan sectors and types or the level of non-performing assets and charge-offs. 29 Table of Contents • Deterioration in the market for commercial office property could have an adverse effect on the value of the Company's other real estate owned as well as commercial office collateral for the Company's commercial real estate loans. • Impairment of the Company’s goodwill or other intangible assets. • Technological changes, fintech competition and disruption to the traditional banking systems, including emerging regulation around stablecoins, blockchain technology in payment networks and market acceptance of digital assets. • Cyber threats. • The Company’s success at managing the risks involved in the foregoing items.
The amount of accrued current and deferred income taxes is based on estimates of taxes due or receivable from taxing authorities either currently or in the future. Changes in these accruals are reported as tax expense or benefits, and involve estimates of the various components included in determining taxable income, tax credits, other taxes and temporary differences.
The amount of accrued current and deferred income taxes is based on estimates of taxes due or receivable from taxing authorities either currently or in the future. Changes in these accruals are reported as income tax expense or benefits, and involve estimates of the various components included in determining taxable income, tax credits, other taxes and temporary differences.
Certain obligations are recognized on the Consolidated Balance Sheets, while others are off-balance sheet under U.S. generally accepted accounting principles. The Company currently has 7.20% Junior Subordinated Debentures, Subordinated Notes, operating lease payments, time deposit payments, low-income housing partnership commitments and historic tax credit commitments. The Company’s 7.20% Junior Subordinated Debentures mature on March 31, 2034.
Certain obligations are recognized on the Consolidated Balance Sheets, while others are off-balance sheet under U.S. generally accepted accounting principles. The Company currently has 7.20% Junior Subordinated Debentures, Subordinated Notes, operating and financing lease payments, time deposit payments, low-income housing partnership commitments and historic tax credit commitments. The Company’s 7.20% Junior Subordinated Debentures mature on March 31, 2034.
The Company first assesses whether it intends to sell, or it is more-likely-than-not that it will be required to sell, the securities before recovery of the amortized cost basis. If either of these criteria is met, the securities amortized cost basis is written down to fair value as a current period expense.
The Company first assesses whether it intends to sell, or it is more-likely-than-not that it will be required to sell, the securities before recovery of the amortized cost basis. If either of these criteria is met, the security's amortized cost basis is written down to fair value as a current period expense.
The Company then forecasts future loss expectations based on the selected economic scenarios over the next 12-24 months, which is driven by management’s judgment of a reasonable and supportable forecast period, to arrive at an estimated qualitative adjustment attributable to economic forecasts.
The Company then forecasts future loss expectations based on the selected economic scenarios over the next 12 months, which is driven by management’s judgment of a reasonable and supportable forecast period, to arrive at an estimated qualitative adjustment attributable to economic forecasts.
To facilitate the SLC’s evaluation, the Asset Quality Department performs periodic reviews of business units and reports on the adequacy of management’s identification of collateral-dependent and adversely classified loans and their adherence to loan policies and procedures. 30 Table of Contents The process of evaluating the appropriateness of the allowance for credit losses necessarily involves the exercise of judgment and consideration of numerous subjective factors and, accordingly, there can be no assurance that the estimate of expected losses will not change in light of future developments and economic conditions.
To facilitate the SLC’s evaluation, the Asset Quality Department performs periodic reviews of business units and reports on the adequacy of management’s identification of collateral-dependent and adversely classified loans and their adherence to loan policies and procedures. 31 Table of Contents The process of evaluating the appropriateness of the allowance for credit losses necessarily involves the exercise of judgment and consideration of numerous subjective factors and, accordingly, there can be no assurance that the estimate of expected losses will not change in light of future developments and economic conditions.
The Company reviews its portfolio of equity securities for impairment at least quarterly. Low-Income Housing The Company invests in affordable housing projects that qualify for the low-income housing tax credit (LIHTC), which is designed to promote private development of low-income housing.
The Company reviews its portfolio of equity securities for impairment at least quarterly. Low-Income Housing Tax Credit Investments The Company invests in affordable housing projects that qualify for the low-income housing tax credit (LIHTC), which is designed to promote private development of low-income housing.
The Company accounts for acquisitions using the acquisition method, and as such, the results of operations of acquired companies are included from the date of acquisition forward. 32 Table of Contents Average Balances, Income Expenses and Rates The following tables present certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities.
The Company accounts for acquisitions using the acquisition method, and as such, the results of operations of acquired companies are included from the date of acquisition forward. 33 Table of Contents Average Balances, Income, Expenses and Rates The following tables present certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities.
While no assurance can be given as to the Company’s ability to pay dividends, management believes that, based upon the anticipated performance of the Company, regular dividend payments will continue in 2025. Related Party Transactions See Note (18) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s related party transactions.
While no assurance can be given as to the Company’s ability to pay dividends, management believes that, based upon the anticipated performance of the Company, regular dividend payments will continue in 2026. Related Party Transactions See Note (18) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s related party transactions.
The Company's Subordinated Notes mature on June 30, 2036. The Company has consistently generated positive net income and the Company currently expects to have positive net income for 2025. Management does not currently know of any trends that would cause the Company to be unable to provide for current obligations in the next twelve months.
The Company's Subordinated Notes mature on June 30, 2036. The Company has consistently generated positive net income and the Company currently expects to have positive net income for 2026. Management does not currently know of any trends that would cause the Company to be unable to provide for current obligations in the next twelve months.
The fair value of those securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for similar investments decrease. Furthermore, as of December 31, 2024, management had no intent or requirement to sell before the recovery of the unrealized loss.
The fair value of those securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for similar investments decrease. Furthermore, as of December 31, 2025, management had no intent or requirement to sell before the recovery of the unrealized loss.
In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, at interest rates prevailing at the date of renewal. The following table presents the maturity distribution of loans held for investment at December 31, 2024.
In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, at interest rates prevailing at the date of renewal. The following table presents the maturity distribution of loans held for investment at December 31, 2025.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s financial position and results of operations for the three years ended December 31, 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s financial position and results of operations for the three years ended December 31, 2025.
The fair values of the related reporting units are estimated using market data for prices of recent acquisitions of banks and branches. The evaluation of intangible assets and goodwill for the year ended December 31, 2024 and 2023 resulted in no impairments.
The fair values of the related reporting units are estimated using market data for prices of recent acquisitions of banks and branches. The evaluation of intangible assets and goodwill for the year ended December 31, 2025 and 2024 resulted in no impairments.
As of December 31, 2024, the Company had net unrealized losses largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.
As of December 31, 2025, the Company had net unrealized losses largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.
RESULTS OF OPERATIONS The following discussion and analysis presents the more significant factors that affected the Company's 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 the Company's financial condition as of December 31, 2025 and 2024 and results of operations for each of the years then ended.
For collateral dependent loans, the standard allows institutions to use, as a practical expedient, the fair value of the collateral to measure current expected credit losses on collateral-dependent financial assets. This amount is included in the allowance for credit losses. Each quarter the SLC reviews the aggregate allowance and adjusts the appropriateness of the allowance.
For collateral dependent loans, the standard allows institutions to use, as a practical expedient, the fair value of the collateral to measure current expected credit losses on collateral-dependent financial assets. This amount is included in the allowance for credit losses. Each quarter the SLC reviews the aggregate allowance.
The Senior Loan Committee (“the SLC”) sets qualitative adjustments for each loan pool. In setting the qualitative adjustments, they consider several factors, including external economic information, peer bank comparisons and experience with the loan portfolio, among others. The SLC also considers other current conditions adjustments and reasonable and supportable forecasts derived from third party information, primarily Moody’s Analytics economic scenarios.
The Senior Loan Committee (“the SLC”) approves qualitative adjustments for each loan pool. In approving the qualitative adjustments, they consider several factors, including external economic information, peer bank comparisons and experience with the loan portfolio, among others. The SLC also considers other current conditions adjustments and reasonable and supportable forecasts derived from third party information, primarily Moody’s Analytics economic scenarios.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit 46 Table of Contents insurance regimes.
The Company does not consider the unrealized position of these securities to be the result of credit factors, because the decline in fair value is 31 Table of Contents attributable to changes in interest rates and illiquidity, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.
The Company does not consider the unrealized position of these securities to be the result of credit factors, because the decline in fair value is attributable to changes in 32 Table of Contents interest rates and illiquidity, and not credit quality, and the Company does not have the intent to sell these securities and it is unlikely that it will be required to sell the securities before their anticipated recovery.
Stand-by letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments generally have fixed expiration dates or other termination clauses.
Stand-by letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments generally have fixed expiration dates or other termination 48 Table of Contents clauses.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. At December 31, 2024, the allowance for credit losses to total loans stood at 1.24% of total loans, compared to 1.26% at December 31, 2023. The overall credit quality of the Company’s loan portfolio has remained strong.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. At December 31, 2025, the allowance for credit losses to total loans stood at 1.22% of total loans, compared to 1.24% at December 31, 2024. The overall credit quality of the Company’s loan portfolio has remained strong.
All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee. At December 31, 2024, up to 479,784 shares could be repurchased under the SRP.
All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP is determined by management and approved by the Company’s Executive Committee. At December 31, 2025, up to 479,784 shares could be repurchased under the SRP.
See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities. 38 Table of Contents WEIGHTED AVERAGE YIELD OF DEBT SECURITIES The following table summarizes the maturity distribution schedule with corresponding weighted average taxable equivalent yields of the debt securities portfolio at December 31, 2024.
See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities. 39 Table of Contents WEIGHTED AVERAGE YIELD OF DEBT SECURITIES The following table summarizes the maturity distribution schedule with corresponding weighted average taxable equivalent yields of the debt securities portfolio at December 31, 2025.
Since many of the instruments are expected to expire without being drawn upon, the total amounts do not necessarily represent commitments that will be funded in the future. 47 Table of Contents
Since many of the instruments are expected to expire without being drawn upon, the total amounts do not necessarily represent commitments that will be funded in the future.
To control this credit risk, the Company uses the same underwriting standards as it uses for loans recorded on the consolidated balance sheet. The Company had $2.5 billion and $2.8 billion in loan commitments at December 31, 2024 and 2023, respectively.
To control this credit risk, the Company uses the same underwriting standards as it uses for loans recorded on the consolidated balance sheet. The Company had $2.4 billion and $2.5 billion in loan commitments at December 31, 2025 and 2024, respectively.
To estimate expected losses using historical loss information, the Company elected to utilize a methodology known as vintage loss analysis for BancFirst, Pegasus, and Worthington. Vintage loss analysis measures impairment based on the age of the accounts and the historical performance of assets with similar risk characteristics.
To estimate expected losses using historical loss information, the Company elected to utilize a methodology known as vintage loss analysis. Vintage loss analysis measures impairment based on the age of the accounts and the historical performance of assets with similar risk characteristics.
The Company’s average stockholders’ equity to average assets for 2024 was 11.78% compared to 11.03% for 2023. The Company’s leverage ratio and total risk-based capital ratios at December 31, 2024 were well in excess of the regulatory requirements. Banking institutions are generally expected to maintain capital well above the minimum levels.
The Company’s average stockholders’ equity to average assets for 2025 was 12.22% compared to 11.78% for 2024. The Company’s leverage ratio and total risk-based capital ratios at December 31, 2025 were well in excess of the regulatory requirements. Banking institutions are generally expected to maintain capital well above the minimum levels.
The Company is highly liquid, with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 26.2% at December 31, 2024, compared to 19.4% at December 31, 2023. The increase was related to an increase in interest-bearing deposits in addition to maturing securities. Historically, BancFirst has more liquidity than its peers.
The Company is highly liquid, with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 30.3% at December 31, 2025, compared to 26.2% at December 31, 2024. The increase was related to an increase in interest-bearing deposits in addition to maturing securities. Historically, BancFirst has more liquidity than its peers.
Subordinated Debt See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt. Capital Resources Stockholders’ equity totaled $1.6 billion at December 31, 2024, compared to $1.4 billion at December 31, 2023.
Subordinated Debt See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt. Capital Resources Stockholders’ equity totaled $1.9 billion at December 31, 2025, compared to $1.6 billion at December 31, 2024.
The Company has continued to maintain the majority of its excess funds with the Federal Reserve Bank. The Federal Reserve Bank pays interest on these funds based upon the lowest target rate for the maintenance period, which decreased during the last four months of 2024 from 5.40% to 4.40%.
The Company has continued to maintain the majority of its excess funds with the Federal Reserve Bank. The Federal Reserve Bank pays interest on these funds based upon the lowest target rate for the maintenance period, which decreased during the last four months of 2025 from 4.40% to 3.65%.
In addition, the Company had maturities and paydowns of debt securities totaling $742.3 million in 2024 and $469.0 million in 2023. The Company does not engage in securities trading activities. Any sales of debt securities are for the purpose of executing the Company’s asset/liability management strategy, eliminating a perceived credit risk in a specific security, or providing liquidity.
In addition, the Company had maturities and paydowns of debt securities totaling $709.2 million in 2025 and $742.3 million in 2024. The Company does not engage in securities trading activities. Any sales of debt securities are for the purpose of executing the Company’s asset/liability management strategy, eliminating a perceived credit risk in a specific security, or providing liquidity.
Many of the loans with maturities of one year or less are renewed at existing or similar terms after scheduled principal reductions. Also, approximately 61% of loans had adjustable interest rates at December 31, 2024.
Many of the loans with maturities of one year or less are renewed at existing or similar terms after scheduled principal reductions. Also, approximately 64% of loans had adjustable interest rates at December 31, 2025.
Total uninsured deposits were $4.0 billion and $3.2 billion at December 31, 2024 and 2023, respectively, as calculated per regulatory guidance. This was approximately 34% and 30% of deposits at December 31, 2024 and 2023, respectively. Off-balance sheet sweep accounts totaled $5.2 billion at December 31, 2024, compared to $4.3 billion at December 31, 2023.
Total uninsured deposits were $4.3 billion and $4.0 billion at December 31, 2025 and 2024, respectively, as calculated per regulatory guidance. This was approximately 34% of deposits at both December 31, 2025 and 2024. Off-balance-sheet sweep accounts totaled $4.9 billion at December 31, 2025, compared to $5.2 billion at December 31, 2024.
The Company’s NMTC investments were $7.5 million and $12.1 million at December 31, 2024 and 2023, respectively and are included in other assets on the consolidated balance sheet. There are no unfunded commitments. Historic Tax Credit Investments The Company invests in rehabilitation projects that qualify for Historic Tax Credits.
The Company’s NMTC investments were $8.9 million and $7.5 million at December 31, 2025 and 2024, respectively and are included in other assets on the consolidated balance sheet. There are no unfunded commitments. Historic Tax Credit Investments The Company invests in rehabilitation projects that qualify for Historic Tax Credits.
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 27, 2024 (the “2023 Form 10-K”) for information about results of operations for 2023 compared with 2022, which the Company incorporates by reference.
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 (the “2024 Form 10-K”) for information about results of operations for 2024 compared with 2023, which the Company incorporates by reference.
The Company had $102.6 million and $84.9 million in stand-by letters of credit at December 31, 2024 and 2023, respectively. Loan commitments are agreements to lend to a customer, as long as there is no violation of any condition established in the contract.
The Company had $87.8 million and $102.6 million in stand-by letters of credit at December 31, 2025 and 2024, respectively. Loan commitments are agreements to lend to a customer, as long as there is no violation of any condition established in the contract.
Loan fees included in interest income were $20.8 million for the year ended December 31, 2024 compared to $21.9 million for the year ended December 31, 2023 and $24.1 million for the year ended December 31, 2022.
Loan fees included in interest income were $20.9 million for the year ended December 31, 2025 compared to $20.8 million for the year ended December 31, 2024 and $21.9 million for the year ended December 31, 2023.
Total Historic Tax Credit investments were $6.3 million and zero at December 31, 2024 and 2023, respectively, and are included in other assets on the consolidated balance sheet. Unfunded commitments to these investments as of December 31, 2024 totaled $5.1 million. See Note (6) of the Notes to Consolidated Financial Statements for disclosures regarding these investments.
Total Historic Tax Credit investments were $8.6 million and $6.3 million at December 31, 2025 and 2024, respectively, and are included in other assets on the consolidated balance sheet. Unfunded commitments to these investments as of December 31, 2025 totaled $2.6 million. See Note (6) of the Notes to Consolidated Financial Statements for disclosures regarding these investments.
The credit component of the adjustment was a $1.1 million discount at December 31, 2024 and a $1.6 million discount at December 31, 2023. The rate component was $472,000 at December 31, 2024 and $568,000 at December 31, 2023. These fair value adjustments will be accreted to income over the remaining life of the loans.
The credit component of the adjustment was a $841,000 discount at December 31, 2025 and a $1.1 million discount at December 31, 2024. The rate component was $417,000 at December 31, 2025 and $472,000 at December 31, 2024. These fair value adjustments will be accreted to income over the remaining life of the loans.
Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change which could affect the amount of future provisions for credit losses. Net loan charge-offs were $6.3 million for 2024 compared to $3.4 million for 2023 and $1.4 million for 2022.
Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change which could affect the amount of future provisions for credit losses. Net loan charge-offs were $8.5 million for 2025 compared to $6.3 million for 2024.
The Company’s trust preferred securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital under bank regulatory guidelines. 46 Table of Contents See Note (15) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements.
The Company’s trust preferred securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital under bank regulatory guidelines. See Note (15) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements. See Note (11) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Subordinated Debt.
The Company did not recognize a gain or loss on debt securities during the years ended December 31, 2024 or 2023. The Company purchased a total of $375.4 million of debt securities in 2024 compared to $454.0 million of debt securities in 2023.
The Company did not recognize a gain or loss on debt securities during the years ended December 31, 2025 or 2024. The Company purchased a total of $371.3 million of debt securities in 2025 compared to $375.4 million of debt securities in 2024.
Debt securities available for sale had a net unrealized loss, before taxes, of $43.1 million at December 31, 2024, compared to $65.5 million at December 31, 2023. These unrealized losses, net of income taxes, of $32.9 million at December 31, 2024 and $50.0 million at December 31, 2023 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss.
Debt securities available for sale had a net unrealized loss, before taxes, of $10.8 million at December 31, 2025, compared to $43.1 million at December 31, 2024. These unrealized losses, net of income taxes, of $8.3 million at December 31, 2025 and $32.9 million at December 31, 2024 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss.
For the Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Rental income $ 12,148 $ 11,224 $ 10,340 Operating expense 10,078 10,868 9,863 The Company's total rental income and operating expenses from OREO are presented in the following table: For the Year Ended December 31, 2024 2023 2022 (Dollars in thousands) Rental income $ 12,231 $ 11,801 $ 10,877 Operating expense 10,504 11,429 10,450 Allowance for Credit Losses/Fair Value Adjustments on Acquired Loans The Company determines its provision for credit losses and allowance for credit losses using the expected loss methodology that is referred to as the CECL model.
The Company's total rental income and operating expenses from OREO are presented in the following table: For the Year Ended December 31, 2025 2024 2023 (Dollars in thousands) Rental income $ 12,691 $ 12,231 $ 11,801 Operating expense 12,311 10,504 11,429 Allowance for Credit Losses/Fair Value Adjustments on Acquired Loans The Company determines its provision for credit losses and allowance for credit losses using the expected loss methodology that is referred to as the CECL model.
Net charge-offs were $6.3 million and $3.4 million for the years ended 2024 and 2023, respectively. The amount of net loan charge-offs is relatively low, equating to 0.08% and 0.05% of average total loans for the years ended December 31, 2024 and 2023, respectively.
Net charge-offs were $8.5 million and $6.3 million for the years ended 2025 and 2024, respectively. The amount of net loan charge-offs is relatively low, equating to 0.10% and 0.08% of average total loans for the years ended December 31, 2025 and 2024, respectively.
At December 31, 2024 and December 31, 2023, 99% of the available for sale debt securities held by the Company were issued by the U.S. Treasury, or U.S. government-sponsored entities and agencies.
At December 31, 2025 97.2% of the available for sale debt securities held by the Company were issued by the U.S. Treasury, or U.S. government-sponsored entities and agencies.
Balances of these items can fluctuate widely based on these various factors. The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $1.2 billion, or 48.2%, to $3.6 billion, from December 31, 2023 to December 31, 2024. The increase was related to an increase of interest-bearing deposits in addition to maturing securities.
Balances of these items can fluctuate widely based on these various factors. The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $941.6 million, or 26.5%, to $4.5 billion, from December 31, 2024 to December 31, 2025. The increase was related to an increase of interest-bearing deposits in addition to maturing securities.
Actual results may differ materially from forward-looking statements. SUMMARY The Company’s net income for 2024 was $216.4 million, or $6.44 per diluted share, compared to $212.5 million, or $6.34 per diluted share for 2023. In 2024, net interest income increased to $446.9 million, compared to $424.5 million in 2023.
Actual results may differ materially from forward-looking statements. SUMMARY The Company’s net income for 2025 was $240.6 million, or $7.11 per diluted share, compared to $216.4 million, or $6.44 per diluted share for 2024. In 2025, net interest income increased to $490.5 million, compared to $446.9 million in 2024.
Securities For the year ended December 31, 2024, total debt securities decreased $343.3 million. Debt securities available for sale represented 99.9% of the total debt securities portfolio at both December 31, 2024 and December 31, 2023.
Securities For the year ended December 31, 2025, total debt securities decreased $286.8 million. Debt securities available for sale represented 99.9% of the total debt securities portfolio at both December 31, 2025 and December 31, 2024.
The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits was 95.5% at December 31, 2024 and 97.4% December 31, 2023. Noninterest-bearing deposits to total deposits were 33.3% at December 31, 2024, compared to 37.2% at December 31, 2023.
The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits was 94.8% at December 31, 2025 and 95.5% December 31, 2024. Noninterest-bearing deposits to total deposits were 30.8% at December 31, 2025, compared to 33.3% at December 31, 2024.
See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions. Other assets include the cash surrender value of key-man life insurance policies totaling $84.4 million at December 31, 2024 and December 31, 2023. Equity securities are reported in other assets on the balance sheet.
See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions. Other assets include the cash surrender value of key-man life insurance policies totaling $94.2 million at December 31, 2025 and $84.4 million at December 31, 2024.
The rate increased from 4.50% to 5.50% during 2023. 37 Table of Contents The amount of cash, federal funds sold and interest-bearing deposits with the Federal Reserve Bank carried by the Company is a function of the availability of funds presented to other institutions for clearing and the Company’s liquidity and interest rate sensitivity management.
The rate decreased from 5.40% to 4.40% during the last four months of 2024. 38 Table of Contents The amount of cash, federal funds sold and interest-bearing deposits with the Federal Reserve Bank carried by the Company is a function of the availability of funds presented to other institutions for clearing and the Company’s liquidity and interest rate sensitivity management.
The acquired loans outstanding were $262.2 million and $262.7 million, at December 31, 2024 and 2023, respectively. Intangible Assets, Goodwill and Other Assets Identifiable intangible assets and goodwill totaled $195.4 million and $199.0 million at December 31, 2024 and December 31, 2023, respectively.
The acquired loans outstanding were $504.0 million and $262.2 million, at December 31, 2025 and 2024, respectively. Intangible Assets, Goodwill and Other Assets Identifiable intangible assets and goodwill totaled $204.1 million and $195.4 million at December 31, 2025 and December 31, 2024.
Dividends in excess of these limits require regulatory approval. At January 1, 2025, BancFirst had approximately $139.0 million of equity available for dividends to BancFirst Corporation without regulatory approval. During 2024, BancFirst declared four common stock dividends totaling $67.9 million, two preferred stock dividends totaling $1.9 million and one special dividend totaling $50.0 million to BancFirst Corporation.
Dividends in excess of these limits require regulatory approval. At January 1, 2026, BancFirst had approximately $204.9 million of equity available for dividends to BancFirst Corporation without regulatory approval. During 2025, BancFirst declared four common stock dividends totaling $75.8 million and two preferred stock dividends totaling $1.9 million to BancFirst Corporation.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company’s significant accounting policies are described in Note (1) to the consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions, which affect the amounts reported in the financial statements and the related disclosures.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions, which affect the amounts reported in the financial statements and the related disclosures.
Future dividend payments will be determined by the Company’s Board of Directors considering the earnings, financial condition and capital needs of the Company, BancFirst, Pegasus, Worthington, applicable governmental policies and regulations and such other factors as the Board of Directors deems appropriate.
No shares were repurchased for the year ended December 31, 2025 or 2024. Future dividend payments will be determined by the Company’s Board of Directors considering the earnings, financial condition and capital needs of the Company, BancFirst, Pegasus, Worthington, ABOK, applicable governmental policies and regulations and such other factors as the Board of Directors deems appropriate.
Changes in the volume of earning assets and interest-bearing liabilities and changes in interest rates, determine the changes in net interest income. The following volume/rate analysis summarizes the relative contribution of each of these components to the changes in net interest income in 2024 and 2023.
The following volume/rate analysis summarizes the relative contribution of each of these components to the changes in net interest income in 2025 and 2024.
December 31, 2024 2023 (Dollars in thousands) Past due 90 days or more and still accruing $ 7,739 $ 9,542 Nonaccrual (1) 57,984 24,573 Total nonperforming loans 65,723 34,115 Other real estate owned and repossessed assets 33,665 34,200 Total nonperforming assets $ 99,388 $ 68,315 (1) Government agencies guarantee approximately $9.0 million of nonaccrual loans at December 31, 2024, and $6.7 million at December 31, 2023.
December 31, 2025 2024 (Dollars in thousands) Past due 90 days or more and still accruing $ 8,115 $ 7,739 Nonaccrual (1) 61,130 57,984 Total nonperforming loans 69,245 65,723 Other real estate owned and repossessed assets 49,134 33,665 Total nonperforming assets $ 118,379 $ 99,388 (1) Government agencies guarantee approximately $10.6 million of nonaccrual loans at December 31, 2025, and $9.0 million at December 31, 2024.
The inability of customers to repay or refinance their loans could result in credit losses incurred by the Company far in excess of historical experience due to deflated collateral values. 36 Table of Contents FINANCIAL POSITION BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share data) At and for the Year Ended December 31, 2024 2023 Balance Sheet Data Total assets $ 13,554,314 $ 12,372,042 Debt securities 1,211,754 1,555,095 Total loans (net of unearned interest) 8,033,183 7,660,134 Allowance for credit losses 99,497 96,800 Deposits 11,718,546 10,700,122 Subordinated debt 86,157 86,101 Stockholders’ equity 1,621,187 1,433,891 Book value per share 48.81 43.54 Tangible book value per share (non-GAAP)(1) 42.92 37.50 Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2) Stockholders’ equity $ 1,621,187 $ 1,433,891 Less goodwill 182,263 182,263 Less intangible assets, net 13,158 16,704 Tangible stockholders' equity (non-GAAP) $ 1,425,766 $ 1,234,924 Common shares outstanding 33,216,519 32,933,018 Tangible book value per share (non-GAAP) $ 42.92 $ 37.50 Selected Financial Ratios Balance Sheet Ratios: Average loans to deposits 71.50 % 68.87 % Average earning assets to total assets 92.91 92.93 Average stockholders’ equity to average assets 11.78 11.03 Asset Quality Ratios: Nonaccrual loans to total loans 0.72 % 0.32 % Allowance for credit losses to total loans 1.24 1.26 Allowance for credit losses to nonaccrual loans 171.59 393.92 Net charge-offs to average loans 0.08 0.05 (1) Refer to the "Reconciliation of Tangible Book Value per Common Share (non-GAAP)" Table (2) Tangible book value per common share is stockholders' equity less goodwill and intangible assets, net, divided by common shares outstanding.
The inability of customers to repay or refinance their loans could result in credit losses incurred by the Company far in excess of historical experience due to deflated collateral values. 37 Table of Contents FINANCIAL POSITION BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share data) At and for the Year Ended December 31, 2025 2024 Balance Sheet Data Total assets $ 14,838,893 $ 13,554,314 Debt securities 924,948 1,211,754 Total loans (net of unearned interest) 8,544,634 8,033,183 Allowance for credit losses 104,299 99,497 Deposits 12,670,393 11,718,546 Subordinated debt 86,214 86,157 Stockholders’ equity 1,854,125 1,621,187 Book value per share 55.28 48.81 Tangible book value per share (non-GAAP)(1) 49.20 42.92 Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2) Stockholders’ equity $ 1,854,125 $ 1,621,187 Less goodwill 182,739 182,263 Less intangible assets, net 21,357 13,158 Tangible stockholders' equity (non-GAAP) $ 1,650,029 $ 1,425,766 Common shares outstanding 33,539,032 33,216,519 Tangible book value per share (non-GAAP) $ 49.20 $ 42.92 Selected Financial Ratios Balance Sheet Ratios: Average loans to deposits 67.22 % 71.50 % Average earning assets to total assets 93.02 92.91 Average stockholders’ equity to average assets 12.22 11.78 Asset Quality Ratios: Nonaccrual loans to total loans 0.72 % 0.72 % Allowance for credit losses to total loans 1.22 1.24 Allowance for credit losses to nonaccrual loans 170.62 171.59 Net charge-offs to average loans 0.10 0.08 (1) Refer to the "Reconciliation of Tangible Book Value per Common Share (non-GAAP)" Table (2) Tangible book value per common share is stockholders' equity less goodwill and intangible assets, net, divided by common shares outstanding.
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS Taxable Equivalent Basis (Dollars in thousands) December 31, 2024 December 31, 2023 December 31, 2022 Interest Average Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate ASSETS Earning assets: Loans $ 7,958,463 $ 555,426 6.96 % $ 7,292,871 $ 467,951 6.42 % $ 6,611,617 $ 336,739 5.09 % Securities – taxable 1,448,103 34,300 2.36 1,565,697 36,838 2.35 1,295,762 24,456 1.89 Securities – tax exempt 2,415 93 3.85 3,339 91 2.71 3,877 118 3.03 Federal funds sold and interest-bearing deposits with banks 2,553,503 134,941 5.27 2,343,182 119,486 5.10 3,450,093 58,931 1.71 Total earning assets 11,962,484 724,760 6.04 11,205,089 624,366 5.57 11,361,349 420,244 3.70 Nonearning assets: Cash and due from banks 201,666 204,394 260,028 Interest receivable and other assets 810,732 814,419 865,744 Allowance for credit losses (99,098 ) (96,154 ) (87,567 ) Total nonearning assets 913,300 922,659 1,038,205 Total assets $ 12,875,784 $ 12,127,748 $ 12,399,554 LIABILITIES AND STOCKHOLDERS’ EQUITY Interest-bearing liabilities: Money market and interest-bearing checking deposits $ 4,992,037 $ 181,201 3.62 % $ 4,361,001 $ 142,275 3.26 % $ 4,090,098 $ 31,245 0.76 % Savings deposits 1,076,837 36,256 3.36 1,087,642 29,575 2.72 1,147,673 6,402 0.56 Time deposits 1,219,253 55,450 4.54 797,179 23,196 2.91 672,179 4,318 0.64 Short-term borrowings 4,999 235 4.69 6,432 312 4.84 4,333 60 1.39 Subordinated debt 86,127 4,123 4.77 86,070 4,122 4.79 86,013 4,122 4.79 Total interest-bearing liabilities 7,379,253 277,265 3.75 6,338,324 199,480 3.15 6,000,296 46,147 0.77 Interest-free funds: Noninterest-bearing deposits 3,842,049 4,343,646 5,097,813 Interest payable and other liabilities 138,007 108,438 102,691 Stockholders’ equity 1,516,475 1,337,340 1,198,754 Total interest free funds 5,496,531 5,789,424 6,399,258 Total liabilities and stockholders’ equity $ 12,875,784 $ 12,127,748 $ 12,399,554 Net interest income $ 447,495 $ 424,886 $ 374,097 Net interest spread 2.29 % 2.42 % 2.93 % Effect of interest free funds 1.44 % 1.37 % 0.36 % Net interest margin 3.73 % 3.79 % 3.29 % 33 Table of Contents The following table depicts, for the periods indicated, selected income statement data and other selected data: BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share data) At and for the Year Ended December 31, 2024 2023 2022 Income Statement Data Net interest income $ 446,874 $ 424,456 $ 373,673 Provision for credit losses 9,004 7,458 10,076 Noninterest income 184,575 185,408 183,747 Noninterest expense 347,164 332,458 309,912 Net income 216,354 212,465 193,100 Per Common Share Data Net income – basic $ 6.55 $ 6.45 $ 5.89 Net income – diluted 6.44 6.34 5.77 Cash dividends 1.78 1.66 1.52 Selected Financial Ratios Performance ratios: Return on average assets 1.68 % 1.75 % 1.56 % Return on average stockholders’ equity 14.23 15.89 16.11 Cash dividends payout ratio 27.18 25.74 25.81 Net interest spread 2.29 2.42 2.93 Net interest margin 3.73 3.79 3.29 Efficiency ratio 54.98 54.51 55.60 Net Interest Income Net interest income, which is the Company’s principal source of operating revenue, increased $22.4 million in 2024.
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS Taxable Equivalent Basis (Dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Interest Average Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate ASSETS Earning assets: Loans $ 8,161,998 $ 566,155 6.94 % $ 7,958,463 $ 555,426 6.96 % $ 7,292,871 $ 467,951 6.42 % Securities – taxable 1,096,087 26,676 2.43 1,448,103 34,300 2.36 1,565,697 36,838 2.35 Securities – tax exempt 2,523 103 4.07 2,415 93 3.85 3,339 91 2.71 Federal funds sold and interest-bearing deposits with banks 3,887,286 168,067 4.32 2,553,503 134,941 5.27 2,343,182 119,486 5.10 Total earning assets 13,147,894 761,001 5.79 11,962,484 724,760 6.04 11,205,089 624,366 5.57 Nonearning assets: Cash and due from banks 212,530 201,666 204,394 Interest receivable and other assets 873,924 810,732 814,419 Allowance for credit losses (99,488 ) (99,098 ) (96,154 ) Total nonearning assets 986,966 913,300 922,659 Total assets $ 14,134,860 $ 12,875,784 $ 12,127,748 LIABILITIES AND STOCKHOLDERS’ EQUITY Interest-bearing liabilities: Money market and interest-bearing checking deposits $ 5,385,919 $ 162,133 3.01 % $ 4,992,037 $ 181,201 3.62 % $ 4,361,001 $ 142,275 3.26 % Savings deposits 1,209,949 37,193 3.07 1,076,837 36,256 3.36 1,087,642 29,575 2.72 Time deposits 1,609,022 65,986 4.10 1,219,253 55,450 4.54 797,179 23,196 2.91 Short-term borrowings 7,046 289 4.10 4,999 235 4.69 6,432 312 4.84 Long-term borrowings 2,458 44 1.79 — — — — — — Subordinated debt 86,184 4,122 4.78 86,127 4,123 4.77 86,070 4,122 4.79 Total interest-bearing liabilities 8,300,578 269,767 3.25 7,379,253 277,265 3.75 6,338,324 199,480 3.15 Interest-free funds: Noninterest-bearing deposits 3,937,258 3,842,049 4,343,646 Interest payable and other liabilities 170,203 138,007 108,438 Stockholders’ equity 1,726,821 1,516,475 1,337,340 Total interest free funds 5,834,282 5,496,531 5,789,424 Total liabilities and stockholders’ equity $ 14,134,860 $ 12,875,784 $ 12,127,748 Net interest income $ 491,234 $ 447,495 $ 424,886 Net interest spread 2.54 % 2.29 % 2.42 % Effect of interest free funds 1.20 % 1.44 % 1.37 % Net interest margin 3.74 % 3.73 % 3.79 % 34 Table of Contents The following table depicts, for the periods indicated, selected income statement data and other selected data: BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share data) At and for the Year Ended December 31, 2025 2024 2023 Income Statement Data Net interest income $ 490,487 $ 446,874 $ 424,456 Provision for credit losses 5,670 9,004 7,458 Noninterest income 200,141 184,575 185,408 Noninterest expense 379,840 347,164 332,458 Net income 240,610 216,354 212,465 Per Common Share Data Net income – basic $ 7.22 $ 6.55 $ 6.45 Net income – diluted 7.11 6.44 6.34 Cash dividends 1.90 1.78 1.66 Selected Financial Ratios Performance ratios: Return on average assets 1.70 % 1.68 % 1.75 % Return on average stockholders’ equity 13.93 14.23 15.89 Cash dividends payout ratio 26.32 27.18 25.74 Net interest spread 2.54 2.29 2.42 Net interest margin 3.74 3.73 3.79 Efficiency ratio 55.00 54.98 54.51 Net Interest Income Net interest income, which is the Company’s principal source of operating revenue, increased $43.6 million in 2025.
These estimates relate principally to the allowance for credit losses, income taxes, intangible assets and the fair value of financial instruments. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.
These estimates 30 Table of Contents relate principally to the allowance for credit losses, income taxes, intangible assets and the fair value of financial instruments. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported. The following is a summary of the accounting policies and estimates that management believes are the most critical.
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES The following table is a break-out of the allowance for credit losses: Year Ended December 31, 2024 2023 (Dollars in thousands) Real estate: Commercial real estate owner occupied $ 6,869 $ 7,483 Commercial real estate non-owner occupied 33,097 33,080 Construction and development 8,671 3,950 Construction residential real estate 2,336 3,414 Residential real estate first lien 4,568 4,914 Residential real estate all other 1,741 1,646 Agriculture 5,696 6,137 Commercial non-real estate 24,150 22,745 Consumer non-real estate 4,833 4,401 Oil and gas 7,536 9,030 Total $ 99,497 $ 96,800 43 Table of Contents The following table is a break-out of net charge-offs/(recoveries) and the break-out of the percent of average loans in each category: December 31, 2024 2023 Amount % of Avg Loans Amount % of Avg Loans (Dollars in thousands) Real estate: Commercial real estate owner occupied $ (70 ) 0.00 % $ 854 0.01 % Commercial real estate non-owner occupied 142 — 3 — Construction and development — — (5 ) — Construction residential real estate 3 — 94 — Residential real estate first lien 229 0.01 150 — Residential real estate all other 159 — 55 — Agriculture 123 — 369 0.01 Commercial non-real estate 3,952 0.05 639 0.01 Consumer non-real estate 1,677 0.02 1,168 0.02 Oil and gas 92 — 59 — Total $ 6,307 0.08 % $ 3,386 0.05 % Fair Value Adjustments on Acquired Loans The fair value adjustment on acquired loans can consist of a credit component and a rate component to adjust for estimated credit exposures in the acquired loans.
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES The following table is a break-out of the allowance for credit losses: Year Ended December 31, 2025 2024 (Dollars in thousands) Commercial real estate owner occupied $ 6,937 $ 6,869 Commercial real estate non-owner occupied 33,266 33,097 Construction and development 4,682 8,671 Construction residential real estate 2,868 2,336 Residential real estate first lien 7,499 4,568 Residential real estate all other 1,775 1,741 Agriculture 5,258 5,696 Commercial non-real estate 26,926 24,150 Consumer non-real estate 7,952 4,833 Oil and gas 7,136 7,536 Total $ 104,299 $ 99,497 44 Table of Contents The following table is a break-out of net charge-offs/(recoveries) and the break-out of the percent of average loans in each category: December 31, 2025 2024 Amount % of Avg Loans Amount % of Avg Loans (Dollars in thousands) Commercial real estate owner occupied $ 102 0.00 % $ (70 ) 0.00 % Commercial real estate non-owner occupied 1,471 0.02 142 — Construction and development 3,963 0.05 — — Construction residential real estate 26 — 3 — Residential real estate first lien 120 — 229 0.01 Residential real estate all other 124 — 159 — Agriculture 37 — 123 — Commercial non-real estate 706 0.01 3,952 0.05 Consumer non-real estate 1,984 0.02 1,677 0.02 Oil and gas — — 92 — Total $ 8,533 0.10 % $ 6,307 0.08 % Fair Value Adjustments on Acquired Loans The fair value adjustment on acquired loans can consist of a credit component and a rate component to adjust for estimated credit exposures in the acquired loans.
Noninterest expense included deposit insurance expense, which totaled $6.4 million for the year ended December 31, 2024, compared to $5.8 million for the year ended December 31, 2023 and $4.7 million for the year ended December 31, 2022. Income Taxes Income tax expense totaled $58.9 million in 2024, compared to $57.5 million in 2023 and $44.3 million in 2022.
Noninterest expense included deposit insurance expense, which totaled $6.8 million for the year ended December 31, 2025, compared to $6.4 million for the year ended December 31, 2024. Income Taxes Income tax expense totaled $64.5 million in 2025, compared to $58.9 million in 2024. The effective tax rates for 2025 and 2024 were 21.1% and 21.4% respectively.
The Company invests in equity securities without readily determinable fair values. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. The balance of equity securities was $13.4 million at December 31, 2024 and $13.1 million at December 31, 2023.
Equity securities are reported in other assets on the balance sheet. The Company invests in equity securities without readily determinable fair values. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.
Unfunded commitments to these investments as of December 31, 2024 totaled $34.5 million. 44 Table of Contents New Market Tax Credit Investments The Company invests in active low-income community businesses that qualify for New Market Tax Credits. New Market Tax Credit investments are made through Community Development Entities and such entities are qualified through the US Department of the Treasury.
New Market Tax Credit Investments The Company invests in active low-income community businesses that qualify for New Market Tax Credits. New Market Tax Credit investments are made through Community Development Entities and such entities are qualified through the US Department of the Treasury.
Higher noninterest expenses in 2024 were primarily related to growth in salaries and employee benefits of $12.0 million related to annual merit increases and new hires. Data processing expense increased $2.4 million in 2024 compared to 2023.
Higher noninterest expenses in 2025 were primarily related to growth in salaries and employee benefits of $14.0 million related to annual merit increases and new hires.
Within One Year After One Year But Within Five Years After Five Years But Within Ten Years After Ten Years Total Amount Yield* Amount Yield* Amount Yield* Amount Yield* Amount Yield* (Dollars in thousands) Held for Investment Mortgage-backed securities $ 1 7.54 % $ 1 4.88 % $ — — % $ — — % $ 2 5.52 % State and political subdivisions 275 3.15 60 2.63 — — — — 335 3.05 Other securities 500 4.79 — — — — — — 500 4.79 Total $ 776 4.21 $ 61 2.67 $ — — $ — — $ 837 4.10 Percentage of total 92.7 % 7.3 % — % — % 100.0 % Available for Sale U.S.
Within One Year After One Year But Within Five Years After Five Years But Within Ten Years After Ten Years Total Amount Yield* Amount Yield* Amount Yield* Amount Yield* Amount Yield* (Dollars in thousands) Held for Investment Mortgage-backed securities $ — — % $ 1 4.96 % $ — — % $ — — % $ 1 4.96 % State and political subdivisions 60 2.63 — — — — — — 60 2.63 Other securities 500 4.79 — — — — — — 500 4.79 Total $ 560 4.56 $ 1 4.96 $ — — $ — — $ 561 4.56 Percentage of total 99.9 % 0.1 % — % — % 100.0 % Available for Sale U.S.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The allowance for credit losses is increased by provisions charged to operating expense and is reduced by net loan charge-offs.
The allowance for credit losses is increased by provisions charged to operating expense and is reduced by net loan charge-offs.
LOANS HELD FOR INVESTMENT BY CATEGORY December 31, 2024 2023 Amount % of Total Amount % of Total (Dollars in thousands) Real estate: Commercial real estate owner occupied $ 931,709 11.61 % $ 960,944 12.55 % Commercial real estate non-owner occupied 1,578,483 19.67 1,486,420 19.42 Construction and development 756,662 9.43 642,643 8.39 Construction residential real estate 250,373 3.12 283,486 3.70 Residential real estate first lien 1,431,265 17.84 1,258,744 16.44 Residential real estate all other 275,461 3.43 244,696 3.20 Agriculture 449,190 5.60 427,139 5.58 Commercial non-real estate 1,363,462 16.99 1,289,452 16.84 Consumer non-real estate 478,647 5.96 476,467 6.22 Oil and gas 509,858 6.35 586,654 7.66 Total loans $ 8,025,110 100.00 % $ 7,656,645 100.00 % See Note (1) and Note (5) of the Notes to Consolidated Financial Statements for additional disclosures regarding the Company’s loans. 40 Table of Contents LOANS BY MATURITY AND INTEREST RATE SENSITIVITY The information relating to the maturity and interest rate sensitivity of loans is based upon contractual maturities and original loan terms.
LOANS HELD FOR INVESTMENT BY CATEGORY December 31, 2025 2024 Amount % of Total Amount % of Total (Dollars in thousands) Commercial real estate owner occupied $ 955,171 11.19 % $ 931,709 11.61 % Commercial real estate non-owner occupied 1,797,066 21.06 1,578,483 19.67 Construction and development 657,312 7.70 756,662 9.43 Construction residential real estate 269,357 3.16 250,373 3.12 Residential real estate first lien 1,583,229 18.56 1,431,265 17.84 Residential real estate all other 328,291 3.85 275,461 3.43 Agriculture 491,776 5.76 449,190 5.60 Commercial non-real estate 1,374,609 16.11 1,363,462 16.99 Consumer non-real estate 533,415 6.25 478,647 5.96 Oil and gas 542,627 6.36 509,858 6.35 Total loans $ 8,532,853 100.00 % $ 8,025,110 100.00 % See Note (1) and Note (5) of the Notes to Consolidated Financial Statements for additional disclosures regarding the Company’s loans. 41 Table of Contents LOANS BY MATURITY AND INTEREST RATE SENSITIVITY The information relating to the maturity and interest rate sensitivity of loans is based upon contractual maturities and original loan terms.
Net charge-offs were $6.3 million for the year or 0.08% of average loans, compared to $3.4 million or 0.05% of average loans for the year ended December 31, 2023. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.
Net charge-offs were $8.5 million for the year, compared to $6.3 million for the year ended December 31, 2024. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company’s significant accounting policies are described in Note (1) to the consolidated financial statements.
Only a small amount of this interest is expected to be ultimately collected. The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections decline.
The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections decline. The above normal risk associated with nonaccrual loans has been considered in the determination of the allowance for credit losses.
The Company’s LIHTC investments were $58.6 million and $46.4 million at December 31, 2024 and 2023, respectively and are included in other assets on the consolidated balance sheet.
The Company’s LIHTC investments were $94.9 million and $58.6 million at December 31, 2025 and 2024, respectively and are included in other assets on the consolidated balance sheet. Unfunded commitments to these investments as of December 31, 2025 totaled $63.5 million.
In addition to net income of $216.4 million, other changes in stockholders’ equity during the year ended December 31, 2024 included $9.2 million related to common stock issuances for stock option exercises, $3.5 million related to stock-based compensation, and a $17.2 million increase in other comprehensive income, that were partially offset by $58.9 million in dividends.
In addition to net income of $240.6 million, other changes in stockholders’ equity during the year ended December 31, 2025 included $4.7 million in common stock issuances related to stock-based compensation plans, $22.7 million in common stock issuances related to the acquisition of ABOK, $3.7 million related to stock-based compensation arrangements, and a $24.6 million increase in other comprehensive income, 47 Table of Contents that were partially offset by $63.4 million in dividends.
See “Maturity and Rate Sensitivity of Loans” for additional discussion. 34 Table of Contents VOLUME/RATE ANALYSIS Taxable Equivalent Basis Change in 2024 Change in 2023 Total Due to Volume(1) Due to Rate Total Due to Volume(1) Due to Rate (Dollars in thousands) INCREASE (DECREASE) Interest Income: Loans $ 87,475 $ 43,089 $ 44,386 $ 131,212 $ 34,533 $ 96,679 Securities—taxable (2,538 ) (3,152 ) 614 12,382 5,164 7,218 Securities—tax exempt 2 (21 ) 23 (27 ) (22 ) (5 ) Federal funds sold and interest-bearing deposits with banks 15,455 10,759 4,696 60,555 (18,805 ) 79,360 Total interest income 100,394 50,675 49,719 204,122 20,870 183,252 Interest Expense: Money market and interest-bearing checking deposits 38,926 24,697 14,229 111,030 3,148 107,882 Savings deposits 6,681 (294 ) 6,975 23,173 (357 ) 23,530 Time deposits 32,254 12,675 19,579 18,878 826 18,052 Short-term borrowings (77 ) (85 ) 8 252 (28 ) 280 Subordinated debt 1 3 (2 ) — 2 (2 ) Total interest expense 77,785 36,996 40,789 153,333 3,591 149,742 Net interest income $ 22,609 $ 13,679 $ 8,930 $ 50,789 $ 17,279 $ 33,510 (1) The effects of changes in the mix of earning assets and interest-bearing liabilities have been combined with the changes due to volume.
See “Maturity and Rate Sensitivity of Loans” for additional discussion. 35 Table of Contents VOLUME/RATE ANALYSIS Taxable Equivalent Basis Change in 2025 Change in 2024 Total Due to Volume(1) Due to Rate Total Due to Volume(1) Due to Rate (Dollars in thousands) INCREASE (DECREASE) Interest Income: Loans $ 10,729 $ 11,827 $ (1,098 ) $ 87,475 $ 43,089 $ 44,386 Securities—taxable (7,624 ) (8,348 ) 724 (2,538 ) (3,152 ) 614 Securities—tax exempt 10 2 8 2 (21 ) 23 Federal funds sold and interest-bearing deposits with banks 33,126 69,705 (36,579 ) 15,455 10,759 4,696 Total interest income 36,241 73,186 (36,945 ) 100,394 50,675 49,719 Interest Expense: Money market and interest-bearing checking deposits (19,068 ) 17,893 (36,961 ) 38,926 24,697 14,229 Savings deposits 937 4,371 (3,434 ) 6,681 (294 ) 6,975 Time deposits 10,536 17,897 (7,361 ) 32,254 12,675 19,579 Short-term borrowings 54 142 (88 ) (77 ) (85 ) 8 Long-term borrowings 44 44 — — — — Subordinated debt (1 ) (10 ) 9 1 3 (2 ) Total interest expense (7,498 ) 40,337 (47,835 ) 77,785 36,996 40,789 Net interest income $ 43,739 $ 32,849 $ 10,890 $ 22,609 $ 13,679 $ 8,930 (1) The effects of changes in the mix of earning assets and interest-bearing liabilities have been combined with the changes due to volume.
Provision For Credit Losses The Company's provision for credit losses increased in 2024 primarily due to loan growth. The Company establishes an allowance as an estimate of the current expected credit losses in the loan portfolio at the balance sheet date.
Provision for Credit Losses The Company's provision for credit losses decreased in 2025 primarily due to the lower loss rates observed in more recent periods and the impact on the vintage loss analysis. The Company establishes an allowance as an estimate of the current expected credit losses in the loan portfolio at the balance sheet date.
Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to OREO. Decreases in values of properties subsequent to their classification as OREO are charged to operating expense. The Company's write-downs in OREO totaled $4.0 million for 2024, $5.2 million for 2023 and $3.7 million for 2022.
Decreases in values of properties subsequent to their classification as OREO are charged to operating expense. The Company's write-downs in OREO totaled $8.2 million for 2025 and $4.0 million for 2024.
At December 31, 2024, the allowance for credit losses as a percentage of nonaccrual loans was 171.6%, compared to 393.9%, at the end of 2023.
The level of nonaccrual loans and credit losses could rise over time as a result of adverse economic conditions. At December 31, 2025, the allowance for credit losses as a percentage of nonaccrual loans was 170.6%, compared to 171.6%, at the end of 2024.
Operating expense for this property is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income. 42 Table of Contents This property had the following rental income and operating expenses for the periods presented.
Operating expense for OREO properties is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.
This represents 16.8%, 15.1%, and 14.2% of the Company’s noninterest income for the years 2024, 2023 and 2022, respectively. In addition, the Company had debit card usage and interchange fees totaling $26.8 million, $37.6 million and $48.9 million for the years 2024, 2023 and 2022, respectively.
In addition, the Company had debit card usage and interchange fees totaling $27.2 million and $26.8 million for the years 2025 and 2024, respectively. This represents 13.6% and 14.5% of the Company’s noninterest income for the years 2025 and 2024, respectively. Noninterest Expense Total noninterest expense increased by $32.7 million, or 9.4% for 2025 compared to 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−2 removed10 unchanged
Biggest changeConversely, the model simulation projected that a decrease in interest rates of 100 basis points would result in a negative variance in net interest income of 6.91% relative to the base case over the next twelve months.
Biggest changeConversely, the model simulation projected that a decrease in interest rates of 100 basis points would result in a negative variance in net interest income of 7.24% relative to the base case over the next twelve months. 49 Table of Contents The following table presents the Company’s financial instruments that are sensitive to changes in interest rates, their expected maturities and their estimated fair values at December 31, 2025.
The ALCO also utilizes an earnings simulation model as a quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income over the next 12 months.
The ALCO also utilizes an earnings simulation model as a quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income over the next twelve months.
The actual maturities and principal repayments for the financial instruments could vary substantially from the contractual terms and assumptions used in the analysis. 48 Table of Contents
The actual maturities and principal repayments for the financial instruments could vary substantially from the contractual terms and assumptions used in the analysis. 50 Table of Contents
As of December 31, 2024, the model simulations projected that a 100 and 200 basis point increase would result in positive variance in net interest income of 4.32% and 8.77%, respectively, relative to the base case over the next 12 months.
As of December 31, 2025, the model simulations projected that a 100 and 200 basis point increase would result in positive variance in net interest income of 4.93% and 10.06%, respectively, relative to the base case over the next twelve months.
Removed
The following table presents the Company’s financial instruments that are sensitive to changes in interest rates, their expected maturities and their estimated fair values at December 31, 2024. Avg.
Added
Expected Maturity / Principal Repayments at December 31, Rate 2026 2027 2028 2029 2030 Thereafter Balance Fair Value (Dollars in thousands) Interest Sensitive Assets Loans held for investment 6.94 % $ 4,095,232 $ 1,275,292 $ 1,125,297 $ 579,263 $ 528,599 $ 929,170 $ 8,532,853 $ 9,276,411 Debt securities 2.44 312,286 333,545 252,177 1,902 692 35,176 935,778 924,948 Federal funds sold and interest-bearing deposits 4.32 4,269,118 — — — — — 4,269,118 4,269,118 Interest Sensitive Liabilities Savings and interest- bearing deposits 3.02 6,928,944 — — — — — 6,928,944 6,930,813 Time deposits 4.10 1,556,669 153,477 78,160 18,121 37,334 75 1,843,836 1,845,101 Short-term borrowings 4.10 10,010 — — — — — 10,010 10,010 Long-term borrowings 1.79 6,000 — — — — 6,000 12,000 11,760 Subordinated debt 4.78 — — — — — 86,214 86,214 81,936 Off-Balance Sheet Items Loan commitments — — — — — — — 4,188 Letters of credit — — — — — — — 659 The expected maturities and principal repayments are based upon the contractual terms of the instruments.
Removed
Expected Maturity / Principal Repayments at December 31, Rate 2025 2026 2027 2028 2029 Thereafter Balance Fair Value (Dollars in thousands) Interest Sensitive Assets Loans held for investment 6.96 % $ 3,838,872 $ 1,197,887 $ 1,022,146 $ 579,398 $ 475,235 $ 911,572 $ 8,025,110 $ 8,742,915 Debt securities 2.37 335,884 308,601 328,107 251,825 249 30,139 1,254,805 1,211,754 Federal funds sold and interest-bearing deposits 5.27 3,316,647 — — — — — 3,316,647 3,316,647 Interest Sensitive Liabilities Savings and interest-bearing deposits 3.58 6,341,347 — — — — — 6,341,347 6,357,925 Time deposits 4.54 1,302,319 102,796 28,714 21,919 14,316 75 1,470,139 1,467,772 Subordinated debt 4.77 — — — — — 86,157 86,157 77,998 Off-Balance Sheet Items Loan commitments — — — — — — — 4,313 Letters of credit — — — — — — — 769 The expected maturities and principal repayments are based upon the contractual terms of the instruments.

Other BANFP 10-K year-over-year comparisons