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

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

+469 added−410 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in National Bank Holdings Corp's 2025 10-K

469 paragraphs added · 410 removed · 340 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

177 edited+67 added−25 removed202 unchanged
Biggest changeWe expect competition to intensify due to financial institution consolidation, technological changes, and the emergence of alternative banking services and service providers. ​ Our ability to compete successfully depends on a number of factors, including, among others: ​ ​ ​ ​ ● the ability to develop, maintain and build upon long-term client relationships based on quality service, effective and efficient products and services, high ethical standards and safe and sound assets; ● the scope, relevance and pricing of products and services offered to meet client needs and demands; ● the rate at which we introduce new products and services, including internet-based or other digital services, relative to our competitors; ● the ability to attract and retain highly qualified associates to operate our business; ● the ability to expand our market position; ● client satisfaction with our level of service; ● ​ the ability to invest in or leverage new technologies such as artificial intelligence and those relative to our digital banking platform; ● the ability to operate our business effectively and efficiently; and ● industry and general economic trends. ​ 26 Table of Contents Small Business Administration lending is an important and growing part of our business.
Biggest changeWe expect competition to intensify due to financial institution consolidation, technological and regulatory changes, the emergence of alternative banking services and service providers, and new participants in the industry. ​ Our ability to compete successfully depends on a number of factors, including, among others: ​ ​ ​ ​ · ​ ​ ​ the ability to develop, maintain and build upon long-term client relationships based on quality service, effective and efficient products and services, high ethical standards and safe and sound assets; · ​ ​ ​ the scope, relevance and pricing of products and services offered to meet client needs and demands and changes in regulations that impact our products or services; · ​ ​ ​ the rate at which we introduce new products and services, including internet-based or other digital services, relative to our competitors; 30 Table of Contents · ​ ​ ​ the ability to attract and retain highly qualified associates to operate our business; · ​ ​ ​ the ability to expand our market position; · ​ ​ ​ client satisfaction with our level of service; · ​ the ability to invest in or leverage new technologies such as artificial intelligence and those relative to our digital banking platform; · ​ ​ ​ the ability to operate our business effectively and efficiently; and · ​ ​ ​ industry and general economic trends. ​ An important and growing portion of our business is dependent upon U.S. federal government programs, and we face specific risks associated with originating loans under these programs, such as changes in the requirements to participate in these programs, the impact of budget appropriations and prolonged government shutdowns. ​ We originate loans under programs administered by U.S. federal agencies, including the SBA and the HUD through FHA insurance programs.
Our main focus is on our primary markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, including teams, asset portfolios, specialty commercial finance businesses, and whole banks.
Our main focus is on our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, including teams, asset portfolios, specialty commercial finance businesses, and whole banks.
We believe we are well positioned to continue to support our clients and communities. ​ Products and Services ​ Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho.
We believe we are well positioned to continue to support our clients and communities. ​ Products and Services ​ Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho.
The deposits offer an alternative to traditional wholesale funding sources and provide liquidity to banks within the Cambr network.
The deposits provide liquidity to banks within the Cambr network and offer an alternative to traditional wholesale funding sources.
For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.” ​ Competition ​ The banking landscape in our primary markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships.
For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.” ​ Competition ​ The banking landscape in our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships.
In the case of the Company, NBH Bank and BOJHT, applicable capital guidelines can be found in the Federal Reserve’s Regulations H and Q. ​ The capital rules require banks and bank holding companies to maintain a minimum common equity tier 1 capital ratio of 4.5%, a total tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%.
In the case of the Company, NBH Bank and BOJHT, applicable capital guidelines can be found in the Federal Reserve’s Regulations H and Q. ​ The capital rules require banks and bank holding companies to maintain a minimum common equity tier 1 capital ratio of 4.5%, a tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%.
Such structures are affected by a variety of factors, including changes in interest rates, which can impact our earnings, cash flows, the value of financial instruments held by us and our mortgage business. ​ Like other financial services institutions, we have asset and liability structures that are essentially monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, inflation, currency values, market conditions, the availability and terms (including cost) of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of clients and counterparties and the level and volatility of trading markets.
Such structures are affected by a variety of factors, including changes in interest rates, which can impact our earnings, cash flows, and the value of financial instruments held by us and our mortgage business. ​ Like other financial services institutions, we have asset and liability structures that are monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, inflation, currency values, market conditions, the availability and terms (including cost) of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of clients and counterparties and the level and volatility of trading markets.
The success of our expansionary activity is dependent upon our ability to: ​ ​ ​ ​ ● continue to implement and improve our operational, credit, financial, legal, management and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships; ● implement and scale our 2UniFi platform, Cambr deposit gathering platform and other new technologies; ● integrate our acquisitions and develop consistent policies throughout the various lines of businesses; ● ​ attract and retain the client base; and ● attract and retain management talent. ​ ​ ​ ​ We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls.
The success of our expansionary activity is dependent upon our ability to: ​ ​ ​ ​ · ​ ​ ​ continue to implement and improve our operational, credit, financial, legal, management, compliance and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships; · ​ ​ ​ implement and scale our 2UniFi platform, Cambr deposit gathering platform and other new technologies; · ​ ​ ​ integrate our acquisitions and develop consistent policies throughout the various lines of businesses; · ​ attract and retain the client base; and · ​ ​ ​ attract and retain management talent. ​ ​ ​ ​ We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls.
If significant, sustained or repeated, these events could compromise our ability to operate effectively, damage our reputation, result in a loss of client business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our results of operations or financial condition. ​ Our Business may be adversely affected by an increasing prevalence of fraud and other financial crimes. ​ As a financial institution, we may be the target of fraudulent activity that may result in financial losses to us or our clients, privacy breaches against our clients or damage to our reputation and regulatory relationships.
If significant, sustained or repeated, these events could compromise our ability to operate effectively, damage our reputation, result in a loss of client business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our results of operations or financial condition. ​ Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes. ​ As a financial institution, we may be the target of fraudulent activity that may result in financial losses to us, our associates or our clients, privacy breaches against our clients or damage to our reputation and regulatory relationships.
Our growth strategy is focused on organic initiatives in order to accelerate our growth in profitability. Key priorities to strengthen profitability include the continued ramp-up of loan production, growing lower-cost core deposits, implementing additional fee-based business initiatives and further enhancing operational efficiencies, including banking center consolidations. ​ ● Maintain conservative risk profile and sound risk management practices .
Our growth strategy is primarily focused on organic initiatives in order to accelerate our growth in profitability. Key priorities to strengthen profitability include the continued ramp-up of loan production, growing lower-cost core deposits, implementing additional fee-based business initiatives and further enhancing operational efficiencies, including banking center consolidations. ​ ● Maintain conservative risk profile and sound risk management practices .
The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As members of the Federal Reserve System and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends.
The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As members of the Federal Reserve and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends.
The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; direct the sale of subsidiaries or other assets; limit dividends and distributions; restrict growth; assess civil monetary penalties; remove officers and directors; terminate deposit insurance; and appoint a conservator or receiver. ​ 14 Table of Contents Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the remedies described above and other sanctions.
The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; direct the sale of subsidiaries or other assets; limit dividends and distributions; restrict growth; assess civil monetary penalties; remove officers and directors; terminate deposit insurance; and appoint a conservator or receiver. ​ Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the 15 Table of Contents remedies described above and other sanctions.
Veterans Affairs contain various representations and warranties regarding the origination and characteristics of the mortgage loans, including ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, fraudulent documentation and compliance with applicable origination laws.
Department of Veterans Affairs contain various representations and warranties regarding the origination and characteristics of the mortgage loans, including ownership of the loan, compliance with loan criteria set forth in the applicable agreement, validity of the lien securing the loan, absence of delinquent taxes or liens against the property securing the loan, fraudulent documentation and compliance with applicable origination laws.
Acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk.
Acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core deposit franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk.
We have made significant investments in our commercial relationship managers, as well as developed significant capabilities across our business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size.
We have made strategic investments in our commercial relationship managers, as well as developed significant capabilities across our business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size.
Furthermore, advancements in technology allow clients to withdraw or otherwise access funds very quickly, which could create additional demand for liquidity. This would require us to seek third party funding or other sources of liquidity, such as asset sales.
Furthermore, advancements in technology allow clients to withdraw or otherwise access funds very quickly, which could create additional demand for liquidity. This could require us to seek third-party funding or other sources of liquidity, such as asset sales.
The platform provides clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of FDIC insurance. ​ Trust and Wealth Management Services ​ Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services.
The platform provides Cambr clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of FDIC insurance. ​ Trust and Wealth Management Services ​ Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services.
In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, insurance companies, securities firms, trust companies, mutual funds and several government agencies, as well as major retailers, in providing various types of loans and other financial services.
In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, securities firms, trust companies, mutual funds and several government agencies, as well as major retailers, in providing various types of loans and other financial services.
Our commercial relationship managers offer a wide range of commercial loan products, including: ​ Commercial and Industrial Loans —We originate commercial and industrial loans and leases, including working capital loans, equipment loans, lender finance loans, food and agribusiness loans, government and non-profit loans, owner occupied commercial real estate loans and other commercial loans and leases.
Our commercial relationship managers offer a wide range of commercial loan products, including: ​ Commercial and Industrial Loans —We originate commercial and industrial loans, including working capital loans, equipment loans, lender finance loans, food and agribusiness loans, government and non-profit loans, owner occupied commercial real estate loans and other commercial loans.
Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of the threats from organized cybercriminals and hackers, and our plans to continue to provide digital banking products and services to our clients. ​ Information security risks for financial institutions like us have increased recently in part because of new technologies such as artificial intelligence, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others.
Our risk and exposure to these matters remain heightened because of the evolving nature and complexity of the threats from organized cybercriminals and hackers, and our plans to continue to provide digital banking products and services to our clients. ​ Information security risks for financial institutions like us have increased recently in part because of new technologies such as artificial intelligence, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others.
The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions. ​ FDIC assessments for institutions with total consolidated assets of $10 billion or more are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the 19 Table of Contents institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. ​ In October 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023.
The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions. ​ FDIC assessments for institutions with total consolidated assets of $10 billion or more are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. ​ In October 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023.
NBH Bank is a Colorado state-chartered bank and also a member of the Federal Reserve Bank of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve. BOJHT is a Wyoming state-chartered bank and also a member of the Federal Reserve Bank of Kansas City.
NBH Bank is a Colorado state-chartered bank and also a member of the FRB of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve. BOJHT is a Wyoming state-chartered bank and also a member of the FRB of Kansas City.
Top 20 MSAs (determined by population). ​ Source: S&P Global as of December 31, 2024, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2024. ​ Our Business Strategy ​ As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses.
Top 20 MSAs (determined by population). ​ Source: S&P Global as of December 31, 2025, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2025. ​ Our Business Strategy ​ As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses.
We may be required to employ and maintain qualified personnel and as our business expands into new and expanding markets, and we may be required to install additional operational and control systems to manage fraud, operational, legal and compliance risks.
We may be required to employ and maintain qualified personnel as our business expands into new and expanding markets, and we may be required to install additional operational and control systems to manage fraud, operational, legal and regulatory compliance risks.
Federal Reserve jurisdiction also extends to any company that we may directly or indirectly control, such as non-bank subsidiaries and other companies in which we have a controlling interest. ​ The BHCA generally prohibits a bank holding company from engaging, directly or indirectly, in activities other than banking or managing or controlling banks, except for activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
Federal Reserve jurisdiction also extends to any company that we may directly or indirectly control, including non-bank subsidiaries and other companies in which we have a controlling interest. ​ The BHCA generally prohibits a bank holding company from engaging, directly or indirectly, in activities other than banking or managing or controlling banks, except for activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
In acting on applications, our banking regulators consider, among other factors: ​ ​ ​ ​ ​ ​ ● the effect of the acquisition on competition; ● the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved; ● the quantity and complexity of previously consummated acquisitions; ● the managerial resources of the applicant and the bank(s) involved; ● the convenience and needs of the community, including the record of performance under the Community Reinvestment Act; and ● the effectiveness of the applicant in combating money laundering activities. ​ Such regulators could deny our application based on the above criteria or other considerations, which would restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us.
In acting on applications, our banking regulators consider, among other factors: ​ ​ ​ ​ ​ ​ · ​ ​ ​ the effect of the acquisition on competition; · ​ ​ ​ the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved; · ​ ​ ​ the quantity and complexity of previously consummated acquisitions; · ​ ​ ​ the managerial resources of the applicant and the bank(s) involved; · ​ ​ ​ the convenience and needs of the community, including the record of performance under the CRA; and · ​ ​ ​ the effectiveness of the applicant in combating money laundering activities. ​ Such regulators could deny our application based on the above criteria or other considerations, which would restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us.
Our regulatory capital ratios and those of NBH Bank and BOJHT are in excess of the levels established for “well-capitalized” institutions. ​ 15 Table of Contents Bank Holding Companies as a Source of Strength ​ The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank.
Our regulatory capital ratios and those of NBH Bank and BOJHT are in excess of the levels established for “well-capitalized” institutions. ​ 16 Table of Contents Bank Holding Companies as a Source of Strength ​ The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank.
While certain loan files may still be under review by outside investors, we do not expect the matter to materially or adversely affect our business or financial condition or results. ​ We establish a mortgage repurchase liability related to the various representations and warranties that reflect management's estimate of losses for loans which we have a repurchase obligation.
While we do not expect the matter to materially or adversely affect our business or financial condition or results, certain loan files may still be under review by outside stakeholders. ​ We establish a mortgage repurchase liability related to the various representations and warranties that reflect management's estimate of losses for loans which we have a repurchase obligation.
Our established platform for assessing, executing and integrating acquisitions, our attractive market factors, our franchise scale in our targeted markets, and our relationship-centered banking focus provide growth opportunities for our banking franchise. While the current inflationary environment has created operating stress for many businesses, our teams continually monitor the financial health of our clients in order to manage risk.
Our established platform for assessing, executing and integrating acquisitions, our attractive market factors, our franchise scale in our targeted markets, and our relationship-centered banking focus provide growth opportunities for our banking franchise. While the prolonged inflationary environment has created operating stress for many businesses, our teams continually monitor the financial health of our clients in order to manage risk.
As of December 31, 2024, the Banks were not subject to the special assessment. ​ The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency.
As of December 31, 2025, the Banks were not subject to the special assessment. ​ The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency.
If we become subject to such regulatory actions, we could be materially and adversely affected. ​ We are subject to the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions. ​ The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions.
If we become subject to such regulatory actions, we could be materially and adversely affected. ​ We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions. ​ The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions.
We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas. ​ 9 Table of Contents All of our newly originated consumer loans are on a direct to consumer basis.
We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas. ​ 10 Table of Contents All of our newly originated consumer loans are on a direct to consumer basis.
As a financial holding company, the Company is authorized to 13 Table of Contents engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined by the Federal Reserve and the U.S.
As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined 14 Table of Contents by the Federal Reserve and the U.S.
While many of our agreements with third parties contain indemnification provisions, we may not be able to recover sufficiently, or at all, under the provisions to offset any losses we may incur from third-party cyber incidents. ​ We are highly dependent on the internet, cloud technologies and third-party providers.
While many of our agreements with third parties contain indemnification provisions and insurance requirements, we may not be able to recover sufficiently, or at all, under the provisions to offset any losses we may incur from third-party cyber incidents. ​ We are highly dependent on the internet, cloud technologies and third-party providers.
Under this requirement, we could be required to provide financial assistance to our subsidiary bank should our subsidiary bank experience financial distress. ​ A capital injection may be required at times when we do not have the resources to provide it and, therefore, we may be required to borrow the funds or raise additional equity capital from third parties.
Under this requirement, we could be required to provide financial assistance to our subsidiary banks should our subsidiary banks experience financial distress. ​ A capital injection may be required at times when we do not have the resources to provide it and, therefore, we may be required to borrow the funds or raise additional equity capital from third parties.
Third parties with whom we do business are also sources of cybersecurity risks. We have spent and may be required to spend additional significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by potential security breaches or viruses.
Third parties with whom we do business are also sources of cybersecurity risks. We have spent and may be required to spend additional significant capital and other resources to protect against the threat of security incidents or breaches, or to alleviate problems caused by potential security breaches or viruses.
Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on our financial condition and results of operations. ​ Our business is highly susceptible to credit risk and fluctuations in the value of real estate and other collateral securing such credit. ​ We are focused on growing our loan portfolio while adhering to our established underwriting standards and self-imposed concentration limits.
Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on our financial condition and results of operations. ​ Interest Rate and Credit Risks ​ Our business is highly susceptible to credit risk and fluctuations in the value of real estate and other collateral securing such credit. ​ We are focused on growing our loan portfolio while adhering to our established underwriting standards and self-imposed concentration limits.
We may see increased rates of repurchase or indemnification demands or indemnification as a result of self-reporting of identified errors in our mortgage loan portfolio. For instance, as part of our normal review process, we discovered irregularities in mortgage loan applications in one of our offices that prompted an internal investigation.
We also may see increased rates of repurchase or indemnification demands or indemnification as a result of self-reporting of identified errors in our mortgage loan portfolio. For instance, in 2022, as part of our normal review process, we discovered irregularities in mortgage loan applications in one of our offices that prompted an internal investigation.
Underwriting guidelines generally require borrowers to contribute cash equity that results in the lessor of a 75 percent or less loan to cost or loan to value ratio. ​ We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets.
Underwriting guidelines generally require borrowers to contribute cash equity that results in the lesser of a 75 percent or less loan to cost or loan to value ratio. ​ We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets.
Our trust and wealth team rounds out our full-service offerings to provide the complete spectrum of tools and support for our clients’ financial needs. ​ 10 Table of Contents Lending Activities ​ Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans.
Our trust and wealth team rounds out our full-service offerings to provide the complete spectrum of tools and support for our clients’ financial needs. ​ 11 Table of Contents Lending Activities ​ Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans.
Our failure to comply with these laws and regulations could possibly lead to: civil and criminal liability; damage to our reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative enforcement actions. Any of these outcomes could materially and adversely affect us.
Our failure to comply with these laws and regulations could possibly lead to: civil and criminal liability; damage to our reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative or regulatory enforcement actions. Any of these outcomes could materially and adversely affect us.
In addition, with heightened interest rates and inflationary pressures, our clients could be impacted by the rising costs of goods and services in their households and businesses, which may have a negative impact on their ability to repay their loans with us. ​ From time to time, we may hold a varying amount of other real estate owned (“ OREO ”) as a result of the foreclosure process where we take title to the real estate serving as collateral for our loans.
In addition, with heightened interest rates and inflationary pressures, our clients could be impacted by the rising costs of goods and services in their households and businesses, which may have a negative impact on their ability to repay their loans with us. ​ From time to time, we may hold a varying amount of OREO as a result of the foreclosure process where we take title to the real estate serving as collateral for our loans.
Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends.
Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends or the repurchase of shares.
There can be no assurance that our historical tax positions will not be challenged by relevant tax authorities or that we would be successful in defending our positions in connection with any such challenge. ​ ​ 34 Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS . ​ None ​
There can be no assurance that our historical tax positions will not be challenged by relevant tax authorities or that we would be successful in defending our positions in connection with any such challenge. ​ ​ 38 Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS . ​ None ​
Specifically, as a bank holding company, we must obtain prior approval of the Federal Reserve in connection with any acquisition that would result in the Company owning or controlling 5% or more of any class of voting securities of a bank or another bank holding company, including a financial holding company.
Specifically, as a bank holding company, we must obtain prior approval of the Federal Reserve under the BHCA in connection with any acquisition that would result in the Company owning or controlling 5% or more of any class of voting securities of a bank or another bank holding company, including a financial holding company.
It may also result in even small changes to future forecasts having a significant impact on the allowance, which could make the allowance more volatile, and regulators may impose additional capital buffers to absorb this volatility. ​ The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes.
It may also result in even small changes to future forecasts having a significant impact on the allowance, which could make the allowance more volatile, and regulators may impose additional capital buffers to absorb this volatility. ​ The determination of the appropriate level of the ACL inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes.
The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities such as delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. ​ In addition, various consumer lending laws have been adopted to prohibit or restrict certain practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property.
The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities such as delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. ​ Furthermore, various consumer lending laws have been adopted to prohibit or restrict certain practices such as steering borrowers away from more affordable products, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property.
As of December 31, 2024, the Company did not have any outstanding Covered Transactions. ​ Regulatory Notice and Approval Requirements for Acquisitions of Control ​ We must generally receive federal bank regulatory approval before we can acquire a financial institution.
As of December 31, 2025, the Company did not have any outstanding Covered Transactions. ​ Regulatory Notice and Approval Requirements for Acquisitions of Control ​ We must generally receive federal bank regulatory approval before we can acquire a financial institution.
In addition, if we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could materially and adversely affect us. ​ Our digital growth strategy may subject us to additional operational, strategic, reputational and regulatory risks. ​ The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services.
In addition, if we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could materially and adversely affect us. ​ Failure to keep pace with technological change could adversely affect our business, and our digital growth strategy may subject us to additional operational, strategic, reputational or regulatory risks. ​ The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services.
Our focus is on building organic growth through strong banking relationships with small and medium-sized businesses and consumers in our primary markets, while maintaining a low-risk profile designed to generate reliable income streams and attractive returns. ​ The key components of our strategic plan are: ​ ● Focus on client-centered, relationship-driven banking strategy .
Our focus is on building organic growth through strong banking relationships with small- and medium-sized businesses and consumers in our primary markets, while maintaining a low-risk profile designed to generate reliable income streams and attractive returns. ​ The key components of our strategic plan are: ​ 7 Table of Contents ● Focus on client-centered, relationship-driven banking strategy .
Competitors may also exhibit a greater tolerance for risk and behave more aggressively with respect to pricing in order to increase their market share. In addition, the effects of disintermediation can also impact the banking business because of the fast growing body of fintech companies that use software to deliver mortgage lending, payment services and other financial services.
Competitors may also exhibit a greater tolerance for risk and behave more aggressively with respect to pricing in order to increase their market share. In addition, the effects of disintermediation can also impact the banking business because of the fast-growing body of fintechs that use software to deliver mortgage lending, payment services and other financial services.
We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, fostering diverse viewpoints and backgrounds, providing training and career development opportunities and promoting qualified associates within our organization. ​ Associate Statistics ​ We work to attract, develop, and retain associates who reflect the communities we serve.
We are committed to building and contributing to a healthy workplace environment for our associates by investing in competitive compensation and benefit packages, fostering diverse viewpoints and backgrounds, providing training and career development opportunities, driving engagement of our associates and promoting qualified associates within our organization. ​ Associate Statistics ​ We work to attract, develop, and retain associates who reflect the communities we serve.
Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance. ​ We also encourage our associates to think about their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company.
Our compensation structure recognizes the individual performance of our associates through merit-based salary increases with a focus on variable pay and paying for performance. ​ We also encourage our associates to invest in their long-term financial stability. Our associates have the opportunity to participate in our 401(k) plan, which includes contribution matches from the Company.
Additionally, banks and bank holding companies are required to hold a capital conservation buffer of common equity tier 1 capital of 2.5% to avoid limitations on capital distributions and executive compensation payments. ​ Further, the federal bank regulatory agencies may set higher capital requirements for an individual bank or when a bank’s particular circumstances warrant, and future regulatory change could impose higher capital standards as a routine matter. ​ The Federal Reserve may also set higher capital requirements for holding companies whose circumstances warrant it.
Additionally, banks and bank holding companies are required to hold a capital conservation buffer of common equity tier 1 capital of 2.5% to avoid limitations on capital distributions (including for dividends and repurchases of stock) and executive compensation payments. ​ Further, the federal bank regulatory agencies may set higher capital requirements for an individual bank or when a bank’s particular circumstances warrant, and future regulatory change could impose higher capital standards as a routine matter. ​ The Federal Reserve may also set higher capital requirements for holding companies whose circumstances warrant it.
The DOJ and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, and restrictions on expansion activity.
The DOJ and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to our performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, and restrictions on expansion activity.
Additionally, we have connection mentors in place to assist new associates with expanding their network, building professional skills, helping navigate the organization and assist in onboarding. ​ Compensation and Benefits ​ Our Company offers comprehensive benefits packages to our associates, including medical and prescription drug insurance, dental insurance and vision insurance as well as several voluntary benefit options.
Additionally, we have connection mentors in place to assist new associates with expanding their network, building professional skills, helping navigate the organization and onboarding. ​ Compensation and Benefits ​ Our Company offers comprehensive benefits packages to our associates, including medical and pharmacy insurance, dental insurance and vision insurance as well as several voluntary benefit options.
The description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretive letters and other written guidance that are described. ​ National Bank Holdings Corporation as a Bank Holding Company ​ As a bank holding company, we are subject to regulation under the Bank Holding Company Act (“BHCA”) and to supervision, examination, and enforcement by the Federal Reserve.
The description is qualified in its entirety by reference to the full text of the statutes, regulations, policies, interpretive letters and other written guidance that are described. ​ National Bank Holdings Corporation as a Bank Holding Company ​ As a bank holding company, we are subject to regulation under the BHCA and to supervision, examination, and enforcement by the Federal Reserve.
We are monitoring the effects of executive actions and regulatory and supervisory changes may have on the Company. ​ The Community Reinvestment Act ​ The CRA is intended to encourage banks to help meet the credit needs of their communities, including low- and moderate-income neighborhoods, consistent with safe and sound operations.
We are monitoring the effects of executive actions and regulatory and supervisory changes may have on the Company. ​ 19 Table of Contents The Community Reinvestment Act ​ The CRA is intended to encourage banks to help meet the credit needs of their communities, including low- and moderate-income neighborhoods, consistent with safe and sound operations.
The current expected credit loss (“CECL”) impairment model requires an estimate of expected credit losses for financial assets measured over the contractual life of an instrument based on historical experience, current conditions and reasonable and supportable forecasts. The standard provides significant flexibility and requires a high degree of judgment in order to develop an estimate of expected lifetime losses.
The CECL impairment model requires an estimate of expected credit losses for financial assets measured over the contractual life of an instrument based on historical experience, current conditions and reasonable and supportable forecasts. The standard provides significant flexibility and requires a high degree of judgment in order to develop an estimate of expected lifetime losses.
Third parties or government agencies may assert claims and take legal action against us pertaining to the performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability or our reputation could be damaged.
Third parties or government agencies may assert claims and take legal action against us pertaining to the 32 Table of Contents performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability or our reputation could be damaged.
These reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank. ​ Deposit Insurance Assessments ​ All of a depositor’s accounts at an insured bank, including all non-interest bearing transaction accounts, are insured by the FDIC up to prescribed limits for each depositor.
These reserves must be maintained in the form of vault cash or in an account at an FRB. ​ Deposit Insurance Assessments ​ All of a depositor’s accounts at an insured bank, including all non-interest bearing transaction accounts, are insured by the FDIC up to prescribed limits for each depositor.
The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the DIF meets or exceeds two percent. Additionally, in November 2023, the FDIC implemented a special assessment to recover the loss to the DIF associated with the 2023 bank failures.
The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the DIF meets or exceeds two percent. Additionally, in November 2023, the FDIC implemented a special assessment to recover the loss to the DIF associated with 20 Table of Contents the 2023 bank failures.
Because we are a separate legal entity from our bank subsidiary and we do not have significant operations of our own, any dividends paid by us to our shareholders would have to be paid from funds at the holding company level that are legally available therefor.
Because we are a separate legal entity from our bank subsidiary and we do not have significant operations of our own, any dividends paid by us to our shareholders would have to be paid from funds at the holding company level that are 36 Table of Contents legally available therefor.
The results of testing our investments for potential impairment may be adversely affected by a variety of factors, including market conditions, regulatory expectations, general economic conditions and unfavorable changes in the businesses underlying the investments, which may lead to a partial or full impairment of our fintech investments.
The results of testing our investments for potential impairment may be adversely affected by a variety of factors, including market conditions, 26 Table of Contents regulatory expectations, general economic conditions and unfavorable changes in the businesses underlying the investments, which may lead to a partial or full impairment of our fintech investments.
Our future success will depend, in part, upon our ability to continue to address the needs of our 29 Table of Contents clients by using innovative technologies to provide products and services that will satisfy client demands for convenience and security, as well as to create additional efficiencies in our operations.
Our future success will depend, in part, upon our ability to continue to address the needs of our clients by using innovative technologies to provide products and services that will satisfy client demands for convenience and security, as well as to create additional efficiencies in our operations.
In addition, an institution with more than $10 billion in total assets is examined by the Consumer Financial Protection Bureau (“CFPB”), rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations. ​ Broad Supervision, Examination and Enforcement Powers ​ The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable.
In addition, an institution with more than $10 billion in total assets is examined by the CFPB, rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations. ​ Broad Supervision, Examination and Enforcement Powers ​ The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable.
These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance.
These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order or other regulatory enforcement action that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess criminal or civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance.
The secure transmission of confidential information over the internet and other remote channels is a critical element of remote banking. ​ Our systems and network are subject to ongoing cyber incidents such as unauthorized access, loss or destruction of data, account takeovers, unavailability of service, computer viruses or other malicious code, phishing schemes, ransomware and other similar events.
The secure transmission of confidential information over the internet and other remote channels is a critical element of remote banking. ​ Our systems and network are subject to ongoing cyber incidents such as unauthorized access, loss or destruction of data, account takeovers, denial of services attacks or general unavailability of service, computer viruses or other malicious code, phishing schemes, ransomware and other similar events.
To manage liquidity risk, the Company maintains a liquidity profile focused on core deposits and stable long-term funding sources. Our investment security portfolio has a short average duration and is largely backed by U.S. government or government sponsored entities.
To manage liquidity risk, the Company maintains a liquidity profile focused on core deposits and stable long-term funding sources. Our investment security portfolio has a short average duration and is largely backed by U.S. government or GSEs.
The terms of these loans vary by purpose and by type of underlying collateral, if any. ​ 8 Table of Contents Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and carry the personal guarantees of the principals of the business.
The terms of these loans vary by purpose and by type of underlying collateral, if any. 9 Table of Contents ​ Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and often carry the personal guarantees of the principals of the business.
We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem. ​ Our Acquisitions ​ We began banking operations in October 2010 and, as of December 31, 2024, we have completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company.
We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem. ​ Our Acquisitions ​ We began banking operations in October 2010 and, as of December 31, 2025, we had completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company.
Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our 6 Table of Contents banking relationships.
Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our banking relationships.
We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies, trust companies and financial technology (“fintech”) companies. ​ Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintech companies.
We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies, trust companies and fintechs. ​ Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintechs.
All bank associates are granted up to eight paid hours each year to donate their time to non-profit organizations that align with our Community Reinvestment Act (“CRA”) initiatives, which include financial literacy, affordable housing and workforce development. ​ Safety and Respect in the Workplace ​ We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws.
All bank associates are granted up to eight paid hours each year to donate their time to non-profit organizations that align with our CRA initiatives, which include financial literacy, affordable housing and workforce development. ​ Safety and Respect in the Workplace ​ We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws.
We manage investment portfolios for individuals, trusts, endowments, charities and entities, and retirement accounts with approximately $1.0 billion of assets under management.
We manage investment portfolios for individuals, trusts, endowments, charities and entities, and retirement accounts with approximately $1.3 billion of assets under management.
Owner-occupied commercial real estate loans are typically secured by a first lien mortgage on real property plus assignments of all leases related to the properties. Underwriting guidelines generally require borrowers to contribute cash equity that results in an 80% or less loan-to-value (“LTV”) ratio on owner-occupied properties.
Owner-occupied commercial real estate loans are typically secured by a first lien mortgage on real property plus assignments of all leases related to the properties. Underwriting guidelines generally require borrowers to contribute cash equity that results in an 80% or less LTV ratio on owner-occupied properties.
Through the Bank of Jackson Hole Trust, our primary business is to offer trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2024. Our distribution network also includes 120 ATMs as well as fully integrated online banking and mobile banking services.
Through the Bank of Jackson Hole Trust, our primary business is to offer trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2025. Our distribution network also includes 103 ATMs as well as fully integrated online banking and mobile banking services.
Our ability to make investments in depository institutions will depend on our ability to obtain approval for such investments from the Federal Reserve.
Our ability to acquire or make investments in depository institutions will depend on our ability to obtain approval for such investments from the Federal Reserve.
We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the U.S.
We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.
RISK FACTORS ​ Risks Relating to Our Banking Operations ​ Changes in general business and economic conditions as well as external events such as natural disasters, pandemics, cyberattacks, political instability, international trade policies, tariffs, severe weather or acts of war could materially and adversely affect us. ​ Our business and operations are sensitive to general business and economic conditions in the United States and in our core markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico, and Idaho.
RISK FACTORS. ​ Risks Relating to General Economic and Market Conditions ​ Changes in general business and economic conditions as well as external events such as natural disasters, pandemics, cyberattacks, political instability, international trade policies, tariffs, severe weather or acts of war could materially and adversely affect us. ​ Our business and operations are sensitive to general business and economic conditions in the United States and in our core markets of Colorado, Kansas, Missouri, Texas, Utah, Wyoming, New Mexico, and Idaho.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s cybersecurity risk management program is designed to ensure the Company's data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions.
Biggest changeCybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats. ​ The Company’s cybersecurity risk management program is designed to ensure the Company’s data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions.
Cybersecurity processes are adjusted as needed based on the information gathered from these internal and external assessments to ensure that the program is aligned with the Company's business objectives, is designed to address evolving cybersecurity threats, satisfies regulatory requirements, and conforms with industry standards. ​ The Company, through its Enterprise Risk Management, Enterprise Technology, and Internal Audit departments, actively maintains and monitors various systems, controls and surveillance measures that are intended to mitigate cybersecurity risks including: ​ ● Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices. ● Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms. ● Annual network and penetration testing by reputable third parties to evaluate the Company's suite of security controls and tools and identify potential vulnerabilities. ● Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests. ● Conducting regular cyber maturity assessments to ensure the Company is prepared to manage and respond to cybersecurity threats. ● An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis. ● Recurring audit and oversight of all critical third parties within the Company's digital ecosystem to identify risks and adverse trends and monitor their compliance with our cybersecurity requirements. ● Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes. ● Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve. ● Carrying out regular trainings and tests, including phishing simulation tests, to ensure the Company’s associates remain vigilant with regards to cybersecurity threats. 35 Table of Contents ● Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third parties, and established back-up, replication, and restoration to help ensure continuity of operations. ​ Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, if necessary, remediate any potential damage.
Cybersecurity processes are adjusted as needed based on the information gathered from these internal and external assessments to ensure that the program is aligned with the Company’s business objectives, is designed to address evolving cybersecurity threats, satisfies regulatory requirements, and conforms with industry standards. ​ The Company, through its Enterprise Risk Management, Enterprise Technology, and Internal Audit departments, actively maintains and monitors various systems, controls and surveillance measures that are intended to mitigate cybersecurity risks including: ​ ● Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices. ● Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms. ● Annual network and penetration testing by reputable third parties to evaluate the Company’s suite of security controls and tools and identify potential vulnerabilities. ● Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests. ● Conducting regular cyber maturity assessments to ensure the Company is prepared to manage and respond to cybersecurity threats. ● An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis. ● Recurring audit and oversight of all critical third parties within the Company’s digital ecosystem to identify risks and adverse trends and monitor their compliance with our cybersecurity requirements. ● Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes. ● Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve. 39 Table of Contents ● Carrying out regular trainings and tests, including phishing simulation tests, to ensure the Company’s associates remain vigilant with regards to cybersecurity threats. ● Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third parties, and established back-up, replication, and restoration to help ensure continuity of operations. ​ Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, if necessary, remediate any potential damage.
For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Item 1A Risk Factors. ​ Governance ​ The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness.
For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Part 1, Item 1A-Risk Factors. ​ Governance ​ The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness.
Item 1C. CYBERSECURITY. ​ Our risk management program is designed to identify, assess, manage, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, reputational, and legal.
Item 1C. CYBERSECURITY. ​ Risk Management and Strategy ​ Our risk management program is designed to identify, assess, manage, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, and legal.
In addition, the Company’s Chief Information Security Officer (“CISO”) reports directly to the Chief Risk Management Officer and works in tandem with the Company’s Enterprise Technology Department. The Enterprise Technology department is responsible for the Company’s information systems and for building and maintaining cybersecurity defenses within the Company’s technology systems.
In addition, the Company’s CISO reports directly to the Chief Risk Management Officer and works in tandem with the Company’s Enterprise Technology Department. The Enterprise Technology department is responsible for the Company’s information systems and for building and maintaining cybersecurity defenses within the Company’s technology systems. The Company’s CTO reports directly to the CEO and leads the Enterprise Technology Department.
Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats. ​ The Company’s cybersecurity risk management program consists of a layered cybersecurity approach and is organized pursuant to prevailing guidance such as the Federal Financial Institutions Examination Council, including its underlying handbooks and assessment tools, and incorporates guidance issued by the National Institute of Standards and Technology and the Cybersecurity Infrastructure and Security Agency.
The Company’s cybersecurity risk management program consists of a layered cybersecurity approach and is organized pursuant to prevailing guidance such as the Federal Financial Institutions Examination Council, including its underlying handbooks and assessment tools, and incorporates guidance issued by the National Institute of Standards and Technology and the Cybersecurity Infrastructure and Security Agency.
Removed
The Company’s Chief Technology Officer (“CTO”) reports directly to the CEO and leads the Enterprise Technology Department.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt December 31, 2024, we operated 37 banking centers in Colorado, 21 in Missouri, 11 in Kansas, nine in 36 Table of Contents Wyoming, eight in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 65 were owned and 29 locations were leased. ​
Biggest changeAt December 31, 2025, we operated 36 banking centers in Colorado, 21 in Missouri, 11 in Kansas, eight in 40 Table of Contents Wyoming, seven in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 66 were owned and 25 locations were leased. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIt assumes $100 invested on December 31, 2019, with dividends invested on a total return basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 NBHC ​ 100.00 95.54 130.93 128.11 116.81 139.10 KBW Regional Banking Index ​ 100.00 91.32 124.78 116.15 115.69 130.96 Russell 2000 Index ​ 100.00 119.93 137.67 109.50 127.98 142.73 ​ The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ Total number of ​ approximate dollar ​ ​ ​ ​ ​ ​ ​ shares purchased ​ value of shares ​ ​ ​ ​ ​ ​ ​ as part of publicly ​ that may yet be ​ ​ Total number ​ Average price ​ announced plans ​ purchased under the Period ​ of shares purchased ​ paid per share ​ or programs ​ plans or programs (2) October 1 - October 31, 2024 (1) ​ 7,206 ​ $ 44.37 ​ — ​ $ 50,000,000 November 1 - November 30, 2024 (1) ​ 552 ​ ​ 48.57 ​ — ​ ​ 50,000,000 Total ​ 7,758 ​ ​ 44.67 ​ — ​ ​ ​ ​ ​ ​ (1) ​ Represents shares purchased other than through publicly announced plans purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
Biggest changeIt assumes $100 invested on December 31, 2020, with dividends invested on a total return basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 NBHC ​ 100.00 137.05 134.10 122.26 145.60 132.58 KBW Regional Banking Index ​ 100.00 136.65 127.19 126.69 143.42 152.74 Russell 2000 Index ​ 100.00 114.78 91.30 106.71 119.00 134.23 ​ 42 Table of Contents Issuer Repurchases ​ The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ Total number of ​ approximate dollar ​ ​ ​ ​ ​ ​ ​ shares purchased ​ value of shares ​ ​ ​ ​ ​ ​ ​ as part of publicly ​ that may yet be ​ ​ Total number ​ Average price ​ announced plans ​ purchased under the Period ​ of shares purchased ​ paid per share ​ or programs ​ plans or programs (2) October 1 - October 31, 2025 (1) ​ 5,965 ​ $ 37.54 ​ — ​ $ 36,965,883 November 1 - November 30, 2025 ​ 57,495 ​ ​ 36.99 ​ 57,495 ​ ​ 34,839,070 December 1 - December 31, 2025 ​ — ​ ​ — ​ — ​ ​ 34,839,070 Total ​ 63,460 ​ ​ 37.04 ​ 57,495 ​ ​ ​ ​ ​ ​ (1) ​ Represents shares purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
Management estimates that the number of beneficial owners is significantly greater. ​ 37 Table of Contents Performance Graph ​ The following graph presents a comparison of the Company’s performance to the indices named below.
Management estimates that the number of beneficial owners is significantly greater. ​ 41 Table of Contents Performance Graph ​ The following graph presents a comparison of the Company’s performance to the indices named below.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTER S AND ISSUER PURCHASES OF EQUITY SECURITIES. ​ Market for Registrant’s Common Equity ​ Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “NBHC”. The Company had 212 shareholders of record as of February 21, 2025.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTER S AND ISSUER PURCHASES OF EQUITY SECURITIES. ​ Market for Registrant’s Common Equity ​ Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “NBHC.” The Company had 443 shareholders of record as of February 19, 2026.
(2) On May 9, 2023, the Company’s Board of Directors authorized a new program to repurchase up to $50.0 million of the Company’s stock from time to time in either the open market or through privately negotiated transactions.
(2) ​ ​ ​ On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Company’s common stock from time to time in either the open market or through privately negotiated transactions in accordance with applicable regulations of the SEC, as authorized by the Board of Directors.
Removed
The remaining authorization under the program as of December 31, 2024 was $50.0 million. ​ 38 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans ​ During the second quarter of 2023, shareholders approved the 2023 Omnibus Incentive Plan (the “2023 Plan”).
Added
During the three months ended December 31, 2025, the Company repurchased 57,495 shares of common stock for $2.1 million at a weighted average price per share of $36.99. The remaining authorization under the 2023 program as of December 31, 2025 was $34.8 million. No time limit had been set for completion of the program as of December 31, 2025.
Removed
The 2023 Plan replaces the 2014 Omnibus Incentive Plan (“the Prior Plan”), pursuant to which the Company granted equity awards prior to the approval of the 2023 Plan.
Added
On January 27, 2026, the Company announced that its Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of its Common Stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission.
Removed
Under the 2023 Plan, the Compensation Committee of the Board of Directors has the authority to grant, from time to time, awards of options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards, or any combination thereof to eligible persons.
Added
This new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors on May 9, 2023. ​ ​ ​ ​ ​ Item 6. [RESERVED] ​ ​ ​ ​ ​ 43 Table of Contents ​ ​ ​ ​
Removed
As of December 31, 2024, the aggregate number of Company common stock available for issuance under the 2023 Plan was 1,000,062 shares. ​ During the second quarter of 2015, shareholders approved the Company’s 2014 Employee Stock Purchase Plan (“ESPP”).
Removed
The ESPP allows employees to purchase shares of common stock up to a limit of $25,000 per calendar year or 2,000 shares per offering period. The price an employee pays for shares is 90% of the fair market value of Company common stock on the last day of the offering period.
Removed
As of December 31, 2024, the aggregate number of Company common stock available for issuance under the ESPP was 214,530 shares. ​ See note 16 to the consolidated financial statements for further detail related to these equity compensation plans. ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Equity plans approved by security holders ​ 563,992 ​ $ 32.90 ​ 1,214,592 Equity plans not approved by security holders ​ — ​ ​ — ​ — Total ​ 563,992 ​ ​ 32.90 ​ 1,214,592 ​ ​ ​ Item 6. [RESERVED] ​ ​ ​ ​ ​ 39 Table of Contents ​ ​ ​ ​

Item 7. Management's Discussion & Analysis

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

152 edited+59 added−38 removed60 unchanged
Biggest changeWe compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. ​ 46 Table of Contents A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows: ​ Tangible Common Book Value Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Total shareholders' equity ​ $ 1,305,075 ​ $ 1,212,807 ​ $ 1,092,202 ​ $ 840,106 ​ $ 820,691 Less: goodwill and other intangible assets, net ​ ​ (356,777) ​ ​ (364,716) ​ ​ (327,191) ​ ​ (121,392) ​ ​ (122,575) Add: deferred tax liability related to goodwill ​ ​ 13,535 ​ ​ 12,208 ​ ​ 10,984 ​ ​ 10,070 ​ ​ 9,155 Tangible common equity (non-GAAP) ​ $ 961,833 ​ $ 860,299 ​ $ 775,995 ​ $ 728,784 ​ $ 707,271 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ ​ 9,807,693 ​ ​ 9,951,064 ​ ​ 9,573,243 ​ ​ 7,214,011 ​ ​ 6,659,950 Less: goodwill and other intangible assets, net ​ ​ (356,777) ​ ​ (364,716) ​ ​ (327,191) ​ ​ (121,392) ​ ​ (122,575) Add: deferred tax liability related to goodwill ​ ​ 13,535 ​ ​ 12,208 ​ ​ 10,984 ​ ​ 10,070 ​ ​ 9,155 Tangible assets (non-GAAP) ​ $ 9,464,451 ​ $ 9,598,556 ​ $ 9,257,036 ​ $ 7,102,689 ​ $ 6,546,530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common equity to tangible assets calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total shareholders' equity to total assets ​ ​ 13.31% ​ ​ 12.19% ​ ​ 11.41% ​ ​ 11.65% ​ ​ 12.32% Less: impact of goodwill and other intangible assets, net ​ ​ (3.15)% ​ ​ (3.23)% ​ ​ (3.03)% ​ ​ (1.39)% ​ ​ (1.52)% Tangible common equity to tangible assets (non-GAAP) ​ ​ 10.16% ​ ​ 8.96% ​ ​ 8.38% ​ ​ 10.26% ​ ​ 10.80% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common book value per share calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common equity (non-GAAP) ​ $ 961,833 ​ $ 860,299 ​ $ 775,995 ​ $ 728,784 ​ $ 707,271 Divided by: ending shares outstanding ​ ​ 38,054,482 ​ ​ 37,784,851 ​ ​ 37,608,519 ​ ​ 29,958,764 ​ ​ 30,634,291 Tangible common book value per share (non-GAAP) ​ $ 25.28 ​ $ 22.77 ​ $ 20.63 ​ $ 24.33 ​ $ 23.09 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common book value per share, excluding accumulated other comprehensive loss calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common equity (non-GAAP) ​ $ 961,833 ​ $ 860,299 ​ $ 775,995 ​ $ 728,784 ​ $ 707,271 Accumulated other comprehensive loss (income), net of tax ​ ​ 70,041 ​ ​ 76,401 ​ ​ 88,204 ​ ​ 6,963 ​ ​ (9,766) Tangible common book value, excluding accumulated other comprehensive loss, net of tax (non-GAAP) ​ ​ 1,031,874 ​ ​ 936,700 ​ ​ 864,199 ​ ​ 735,747 ​ ​ 697,505 Divided by: ending shares outstanding ​ ​ 38,054,482 ​ ​ 37,784,851 ​ ​ 37,608,519 ​ ​ 29,958,764 ​ ​ 30,634,291 Tangible common book value per share, excluding accumulated other comprehensive loss, net of tax (non-GAAP) ​ $ 27.12 ​ $ 24.79 ​ $ 22.98 ​ $ 24.56 ​ $ 22.77 ​ 47 Table of Contents Return on Average Tangible Assets and Return on Average Tangible Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Net income ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 ​ $ 88,591 Add: adjustments, after tax (non-GAAP) (1) ​ ​ 5,048 ​ ​ — ​ ​ 28,303 ​ ​ — ​ ​ — Net income adjusted for the loss on security sales and acquisition-related expenses, after tax (non-GAAP) (1) ​ $ 123,863 ​ $ 142,048 ​ $ 99,577 ​ $ 93,606 ​ $ 88,591 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 ​ $ 88,591 Add: impact of other intangible assets amortization expense, after tax ​ ​ 6,089 ​ ​ 5,668 ​ ​ 1,799 ​ ​ 909 ​ ​ 910 Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) ​ $ 124,904 ​ $ 147,716 ​ $ 73,073 ​ $ 94,515 ​ $ 89,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) ​ $ 124,904 ​ $ 147,716 ​ $ 73,073 ​ $ 94,515 ​ $ 89,501 Add: adjustments, after tax (non-GAAP) (1) ​ ​ 5,048 ​ ​ — ​ ​ 28,303 ​ ​ — ​ ​ — Net income excluding the impact of other intangible assets amortization expense, adjusted for the loss on security sales and acquisition-related expenses, after tax (non-GAAP) (1) ​ $ 129,952 ​ $ 147,716 ​ $ 101,376 ​ $ 94,515 ​ $ 89,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average assets ​ $ 9,924,651 ​ $ 9,766,448 ​ $ 7,829,792 ​ $ 7,020,111 ​ $ 6,326,268 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill ​ ​ (347,388) ​ ​ (345,321) ​ ​ (166,857) ​ ​ (111,944) ​ ​ (114,031) Average tangible assets (non-GAAP) ​ $ 9,577,263 ​ $ 9,421,127 ​ $ 7,662,935 ​ $ 6,908,167 ​ $ 6,212,237 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average shareholders' equity ​ $ 1,262,386 ​ $ 1,155,777 ​ $ 904,381 ​ $ 846,539 ​ $ 788,286 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill ​ ​ (347,388) ​ ​ (345,321) ​ ​ (166,857) ​ ​ (111,944) ​ ​ (114,031) Average tangible common equity (non-GAAP) ​ $ 914,998 ​ $ 810,456 ​ $ 737,524 ​ $ 734,595 ​ $ 674,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Return on average assets ​ ​ 1.20% ​ ​ 1.45% ​ ​ 0.91% ​ ​ 1.33% ​ ​ 1.40% Adjusted return on average assets (non-GAAP) ​ ​ 1.25% ​ ​ 1.45% ​ ​ 1.27% ​ ​ 1.33% ​ ​ 1.40% Return on average tangible assets (non-GAAP) ​ ​ 1.30% ​ ​ 1.57% ​ ​ 0.95% ​ ​ 1.37% ​ ​ 1.44% Adjusted return on average tangible assets (non-GAAP) (1) ​ ​ 1.36% ​ ​ 1.57% ​ ​ 1.32% ​ ​ 1.37% ​ ​ 1.44% Return on average equity ​ ​ 9.41% ​ ​ 12.29% ​ ​ 7.88% ​ ​ 11.06% ​ ​ 11.24% Adjusted return on average equity (non-GAAP) ​ ​ 9.81% ​ ​ 12.29% ​ ​ 11.01% ​ ​ 11.06% ​ ​ 11.24% Return on average tangible common equity (non-GAAP) ​ ​ 13.65% ​ ​ 18.23% ​ ​ 9.91% ​ ​ 12.87% ​ ​ 13.27% Adjusted return on average tangible common equity (non-GAAP) (1) ​ ​ 14.20% ​ ​ 18.23% ​ ​ 13.75% ​ ​ 12.87% ​ ​ 13.27% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision expense adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Day 1 CECL provision expense ​ $ — ​ $ — ​ $ 21,706 ​ $ — ​ $ — Non-interest income adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on security sales ​ ​ 6,582 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Non-interest expense adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related expenses ​ ​ — ​ ​ — ​ ​ 15,067 ​ ​ — ​ ​ — Total adjustments before tax (non-GAAP) ​ ​ 6,582 ​ ​ — ​ ​ 36,773 ​ ​ — ​ ​ — Tax benefit impact ​ ​ (1,534) ​ ​ — ​ ​ (8,470) ​ ​ — ​ ​ — Total adjustments after tax (non-GAAP) ​ $ 5,048 ​ $ — ​ $ 28,303 ​ $ — ​ $ — ​ 48 Table of Contents Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Interest income ​ $ 538,268 ​ $ 495,415 ​ $ 284,688 ​ $ 200,965 ​ $ 218,002 Add: impact of taxable equivalent adjustment ​ ​ 7,094 ​ ​ 6,099 ​ ​ 5,512 ​ ​ 5,161 ​ ​ 5,103 Interest income FTE (non-GAAP) ​ $ 545,362 ​ $ 501,514 ​ $ 290,200 ​ $ 206,126 ​ $ 223,105 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income ​ $ 345,388 ​ $ 361,951 ​ $ 266,835 ​ $ 187,144 ​ $ 192,946 Add: impact of taxable equivalent adjustment ​ ​ 7,094 ​ ​ 6,099 ​ ​ 5,512 ​ ​ 5,161 ​ ​ 5,103 Net interest income FTE (non-GAAP) ​ $ 352,482 ​ $ 368,050 ​ $ 272,347 ​ $ 192,305 ​ $ 198,049 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average earning assets ​ $ 9,154,018 ​ $ 9,023,111 ​ $ 7,308,753 ​ $ 6,521,300 ​ $ 5,795,864 Yield on earning assets ​ ​ 5.88% ​ ​ 5.49% ​ ​ 3.90% ​ ​ 3.08% ​ ​ 3.76% Yield on earning assets FTE (non-GAAP) ​ ​ 5.96% ​ ​ 5.56% ​ ​ 3.97% ​ ​ 3.16% ​ ​ 3.85% Net interest margin ​ ​ 3.77% ​ ​ 4.01% ​ ​ 3.65% ​ ​ 2.87% ​ ​ 3.33% Net interest margin FTE (non-GAAP) ​ ​ 3.85% ​ ​ 4.08% ​ ​ 3.73% ​ ​ 2.95% ​ ​ 3.42% ​ Efficiency Ratio and Pre-provision Net Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Net interest income ​ $ 345,388 ​ $ 361,951 ​ $ 266,835 ​ $ 187,144 ​ $ 192,946 Add: impact of taxable equivalent adjustment ​ ​ 7,094 ​ ​ 6,099 ​ ​ 5,512 ​ ​ 5,161 ​ ​ 5,103 Net interest income FTE (non-GAAP) ​ $ 352,482 ​ $ 368,050 ​ $ 272,347 ​ $ 192,305 ​ $ 198,049 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest income ​ $ 61,231 ​ $ 63,917 ​ $ 67,312 ​ $ 110,364 ​ $ 140,258 Add: loss on security sales (non-GAAP) ​ ​ 6,582 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Non-interest income adjusted for loss on security sales (non-GAAP) ​ $ 67,813 ​ $ 63,917 ​ $ 67,312 ​ $ 110,364 ​ $ 140,258 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest expense ​ $ 254,617 ​ $ 241,971 ​ $ 211,234 ​ $ 191,830 ​ $ 206,177 Less: other intangible assets amortization ​ ​ (7,939) ​ ​ (7,386) ​ ​ (2,338) ​ ​ (1,183) ​ ​ (1,183) Less: acquisition-related expenses (non-GAAP) ​ ​ — ​ ​ — ​ ​ (15,067) ​ ​ — ​ ​ — Non-interest expense excluding other intangible assets amortization adjusted for acquisition-related expenses (non-GAAP) ​ $ 246,678 ​ $ 234,585 ​ $ 193,829 ​ $ 190,647 ​ $ 204,994 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest expense ​ $ 254,617 ​ $ 241,971 ​ $ 211,234 ​ $ 191,830 ​ $ 206,177 Less: acquisition-related expenses (non-GAAP) ​ ​ — ​ ​ — ​ ​ (15,067) ​ ​ — ​ ​ — Non-interest expense adjusted for acquisition-related expenses (non-GAAP) ​ $ 254,617 ​ $ 241,971 ​ $ 196,167 ​ $ 191,830 ​ $ 206,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Efficiency ratio ​ ​ 62.62% ​ ​ 56.82% ​ ​ 63.22% ​ ​ 64.48% ​ ​ 61.88% Efficiency ratio excluding other intangible assets amortization, adjusted for the loss on security sales and acquisition-related expenses FTE (non-GAAP) ​ ​ 58.69% ​ ​ 54.31% ​ ​ 57.07% ​ ​ 62.99% ​ ​ 60.59% Pre-provision net revenue (non-GAAP) ​ $ 152,002 ​ $ 183,897 ​ $ 122,913 ​ $ 105,678 ​ $ 127,027 Pre-provision net revenue, FTE (non-GAAP) ​ ​ 159,096 ​ ​ 189,996 ​ ​ 128,425 ​ ​ 110,839 ​ ​ 132,130 Pre-provision net revenue FTE, adjusted for loss on security sales and acquisition-related expenses (non-GAAP) ​ ​ 165,678 ​ ​ 189,996 ​ ​ 143,492 ​ ​ 110,839 ​ ​ 132,130 ​ 49 Table of Contents Adjusted Net Income and Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Adjustments to net income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 ​ $ 88,591 Add: loss on security sales, after tax (non-GAAP) ​ ​ 5,048 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Add: acquisition-related expenses, after tax (non-GAAP) ​ ​ — ​ ​ — ​ ​ 28,303 ​ ​ — ​ ​ — Adjusted net income (non-GAAP) ​ $ 123,863 ​ $ 142,048 ​ $ 99,577 ​ $ 93,606 ​ $ 88,591 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share - diluted ​ $ 3.08 ​ $ 3.72 ​ $ 2.18 ​ $ 3.01 ​ $ 2.85 Add: loss on security sales, after tax (non-GAAP) ​ ​ 0.14 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Add: acquisition-related expenses, after tax (non-GAAP) ​ ​ — ​ ​ — ​ ​ 0.87 ​ ​ — ​ ​ — Adjusted earnings per share - diluted (non-GAAP) ​ $ 3.22 ​ $ 3.72 ​ $ 3.05 ​ $ 3.01 ​ $ 2.85 ​ ​ Application of Critical Accounting Policies and Significant Estimates ​ We use accounting principles and methods that conform to GAAP and general banking practices.
Biggest changeWe compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. ​ A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows: ​ Tangible Common Book Value Ratios ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Total shareholders’ equity ​ $ 1,385,114 ​ $ 1,305,075 ​ $ 1,212,807 ​ $ 1,092,202 ​ $ 840,106 Less: goodwill and other intangible assets, net ​ ​ (348,961) ​ ​ (356,777) ​ ​ (364,716) ​ ​ (327,191) ​ ​ (121,392) Add: deferred tax liability related to goodwill ​ ​ 13,947 ​ ​ 13,535 ​ ​ 12,208 ​ ​ 10,984 ​ ​ 10,070 Tangible common equity (non-GAAP) ​ $ 1,050,100 ​ $ 961,833 ​ $ 860,299 ​ $ 775,995 ​ $ 728,784 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 9,883,518 ​ $ 9,807,693 ​ $ 9,951,064 ​ $ 9,573,243 ​ $ 7,214,011 Less: goodwill and other intangible assets, net ​ ​ (348,961) ​ ​ (356,777) ​ ​ (364,716) ​ ​ (327,191) ​ ​ (121,392) Add: deferred tax liability related to goodwill ​ ​ 13,947 ​ ​ 13,535 ​ ​ 12,208 ​ ​ 10,984 ​ ​ 10,070 Tangible assets (non-GAAP) ​ $ 9,548,504 ​ $ 9,464,451 ​ $ 9,598,556 ​ $ 9,257,036 ​ $ 7,102,689 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common equity to tangible assets calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total shareholders’ equity to total assets ​ ​ 14.01% ​ ​ 13.31% ​ ​ 12.19% ​ ​ 11.41% ​ ​ 11.65% Less: impact of goodwill and other intangible assets, net ​ ​ (3.01)% ​ ​ (3.15)% ​ ​ (3.23)% ​ ​ (3.03)% ​ ​ (1.39)% Tangible common equity to tangible assets (non-GAAP) ​ ​ 11.00% ​ ​ 10.16% ​ ​ 8.96% ​ ​ 8.38% ​ ​ 10.26% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common book value per share calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tangible common equity (non-GAAP) ​ $ 1,050,100 ​ $ 961,833 ​ $ 860,299 ​ $ 775,995 ​ $ 728,784 Divided by: ending shares outstanding ​ ​ 37,772,516 ​ ​ 38,054,482 ​ ​ 37,784,851 ​ ​ 37,608,519 ​ ​ 29,958,764 Tangible common book value per share (non-GAAP) ​ $ 27.80 ​ $ 25.28 ​ $ 22.77 ​ $ 20.63 ​ $ 24.33 ​ 51 Table of Contents Return on Average Tangible Assets and Return on Average Tangible Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Net income ​ $ 109,574 ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 Add: adjustments, after tax (non-GAAP) (1) ​ ​ 8,048 ​ ​ 5,048 ​ ​ — ​ ​ 28,303 ​ ​ — Net income adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP) (1) ​ $ 117,622 ​ $ 123,863 ​ $ 142,048 ​ $ 99,577 ​ $ 93,606 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 109,574 ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 Add: impact of other intangible assets amortization expense, after tax (non-GAAP) ​ ​ 5,989 ​ ​ 6,089 ​ ​ 5,668 ​ ​ 1,799 ​ ​ 909 Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) ​ $ 115,563 ​ $ 124,904 ​ $ 147,716 ​ $ 73,073 ​ $ 94,515 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) ​ $ 115,563 ​ $ 124,904 ​ $ 147,716 ​ $ 73,073 ​ $ 94,515 Add: adjustments, after tax (non-GAAP) (1) ​ ​ 8,048 ​ ​ 5,048 ​ ​ — ​ ​ 28,303 ​ ​ — Net income excluding the impact of other intangible assets amortization expense, adjusted for acquisition-related expenses and loss on security sales, after tax (non-GAAP) (1) ​ $ 123,611 ​ $ 129,952 ​ $ 147,716 ​ $ 101,376 ​ $ 94,515 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average assets ​ $ 9,845,221 ​ $ 9,924,651 ​ $ 9,766,448 ​ $ 7,829,792 ​ $ 7,020,111 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP) ​ ​ (339,152) ​ ​ (347,388) ​ ​ (345,321) ​ ​ (166,857) ​ ​ (111,944) Average tangible assets (non-GAAP) ​ $ 9,506,069 ​ $ 9,577,263 ​ $ 9,421,127 ​ $ 7,662,935 ​ $ 6,908,167 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average shareholders’ equity ​ $ 1,356,851 ​ $ 1,262,386 ​ $ 1,155,777 ​ $ 904,381 ​ $ 846,539 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP) ​ ​ (339,152) ​ ​ (347,388) ​ ​ (345,321) ​ ​ (166,857) ​ ​ (111,944) Average tangible common equity (non-GAAP) ​ $ 1,017,699 ​ $ 914,998 ​ $ 810,456 ​ $ 737,524 ​ $ 734,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Return on average assets ​ ​ 1.11% ​ ​ 1.20% ​ ​ 1.45% ​ ​ 0.91% ​ ​ 1.33% Return on average tangible assets (non-GAAP) ​ ​ 1.22% ​ ​ 1.30% ​ ​ 1.57% ​ ​ 0.95% ​ ​ 1.37% Return on average tangible assets, adjusted (non-GAAP) (1) ​ ​ 1.30% ​ ​ 1.36% ​ ​ 1.57% ​ ​ 1.32% ​ ​ 1.37% Return on average equity ​ ​ 8.08% ​ ​ 9.41% ​ ​ 12.29% ​ ​ 7.88% ​ ​ 11.06% Return on average tangible common equity (non-GAAP) ​ ​ 11.36% ​ ​ 13.65% ​ ​ 18.23% ​ ​ 9.91% ​ ​ 12.87% Return on average tangible common equity, adjusted (non-GAAP) (1) ​ ​ 12.15% ​ ​ 14.20% ​ ​ 18.23% ​ ​ 13.75% ​ ​ 12.87% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision expense adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Day 1 CECL provision expense ​ $ — ​ $ — ​ $ — ​ $ 21,706 ​ $ — Non-interest income adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on security sales (non-GAAP) ​ ​ 3,348 ​ ​ 6,582 ​ ​ — ​ ​ — ​ ​ — Non-interest expense adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related expenses (non-GAAP) ​ ​ 7,156 ​ ​ — ​ ​ — ​ ​ 15,067 ​ ​ — Total adjustments before tax (non-GAAP) ​ ​ 10,504 ​ ​ 6,582 ​ ​ — ​ ​ 36,773 ​ ​ — Tax benefit impact ​ ​ (2,456) ​ ​ (1,534) ​ ​ — ​ ​ (8,470) ​ ​ — Total adjustments after tax (non-GAAP) ​ $ 8,048 ​ $ 5,048 ​ $ — ​ $ 28,303 ​ $ — ​ 52 Table of Contents Efficiency Ratio and Pre-Provision Net Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Net interest income FTE (1) ​ $ 356,371 ​ $ 352,482 ​ $ 368,050 ​ $ 272,347 ​ $ 192,305 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest income ​ $ 67,566 ​ $ 61,231 ​ $ 63,917 ​ $ 67,312 ​ $ 110,364 Add: loss on security sales (non-GAAP) ​ ​ 3,348 ​ ​ 6,582 ​ ​ — ​ ​ — ​ ​ — Non-interest income adjusted for loss on security sales (non-GAAP) ​ $ 70,914 ​ $ 67,813 ​ $ 63,917 ​ $ 67,312 ​ $ 110,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest expense ​ $ 264,642 ​ $ 254,617 ​ $ 241,971 ​ $ 211,234 ​ $ 191,830 Less: other intangible assets amortization (non-GAAP) ​ ​ (7,817) ​ ​ (7,939) ​ ​ (7,386) ​ ​ (2,338) ​ ​ (1,183) Less: acquisition-related expenses (non-GAAP) ​ ​ (7,156) ​ ​ — ​ ​ — ​ ​ (15,067) ​ ​ — Non-interest expense excluding other intangible assets amortization and adjusted for acquisition-related expenses (non-GAAP) ​ $ 249,669 ​ $ 246,678 ​ $ 234,585 ​ $ 193,829 ​ $ 190,647 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-interest expense ​ $ 264,642 ​ $ 254,617 ​ $ 241,971 ​ $ 211,234 ​ $ 191,830 Less: acquisition-related expenses (non-GAAP) ​ ​ (7,156) ​ ​ — ​ ​ — ​ ​ (15,067) ​ ​ — Non-interest expense adjusted for acquisition-related expenses (non-GAAP) ​ $ 257,486 ​ $ 254,617 ​ $ 241,971 ​ $ 196,167 ​ $ 191,830 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Efficiency ratio FTE (1) ​ ​ 62.42% ​ ​ 61.54% ​ ​ 56.02% ​ ​ 62.19% ​ ​ 63.38% Efficiency ratio excluding other intangible assets amortization, adjusted for acquisition-related expenses and loss on security sales FTE (non-GAAP) (1) ​ ​ 58.43% ​ ​ 58.69% ​ ​ 54.31% ​ ​ 57.07% ​ ​ 62.99% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 109,574 ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 Add: income tax expense ​ ​ 24,055 ​ ​ 26,432 ​ ​ 33,554 ​ ​ 14,910 ​ ​ 21,365 Add: provision expense (release) for credit losses ​ ​ 17,800 ​ ​ 6,755 ​ ​ 8,295 ​ ​ 36,729 ​ ​ (9,293) Add: impact of taxable equivalent adjustment ​ ​ 7,866 ​ ​ 7,094 ​ ​ 6,099 ​ ​ 5,512 ​ ​ 5,161 Pre-provision net revenue, FTE (non-GAAP) (1) ​ $ 159,295 ​ $ 159,096 ​ $ 189,996 ​ $ 128,425 ​ $ 110,839 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pre-provision net revenue, FTE (non-GAAP) (1) ​ $ 159,295 ​ $ 159,096 ​ $ 189,996 ​ $ 128,425 ​ $ 110,839 Add: loss on security sales (non-GAAP) ​ ​ 3,348 ​ ​ 6,582 ​ ​ — ​ ​ — ​ ​ — Add: acquisition-related expenses (non-GAAP) ​ ​ 7,156 ​ ​ — ​ ​ — ​ ​ 15,067 ​ ​ — Pre-provision net revenue FTE, adjusted for acquisition-related expenses and loss on security sales (non-GAAP) (1) ​ $ 169,799 ​ $ 165,678 ​ $ 189,996 ​ $ 143,492 ​ $ 110,839 ​ ​ ​ (1) ​ ​ ​ Presented on an FTE basis using the statutory tax rate of 21% for all periods presented.
We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities.
We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities.
From November 15, 2026 until November 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 203 basis points.
From November 15, 2026 until November 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 203 basis points.
These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows. ​ Interest rate risk results from the following: ​ ​ ​ ​ ● ​ Repricing risk — timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities; ● ​ Option risk — changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity; ● ​ Yield curve risk — changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and ● ​ Basis risk — changes in spread relationships between different yield curves. 70 Table of Contents ​ The Asset Liability Committee, a cross-functional committee comprised of executive management and senior leaders, meets monthly to review, among other things, the sensitivity of the Company's assets and liabilities to interest rate changes, local and national market conditions and interest rates.
These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows. ​ Interest rate risk results from the following: ​ ​ ​ ​ ● ​ Repricing risk — timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities; ● ​ Option risk — changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity; ● ​ Yield curve risk — changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and ● ​ Basis risk — changes in spread relationships between different yield curves. ​ The Asset Liability Committee, a cross-functional committee comprised of executive management and senior leaders, meets monthly to review, among other things, the sensitivity of the Company’s assets and liabilities to interest rate changes, local and national market conditions and interest rates.
Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis. ​ Summary of Selected Historical Consolidated Financial Data ​ The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2024.
Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis. ​ Summary of Selected Historical Consolidated Financial Data ​ The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2025.
Following are the loan classes within each of the four primary loan segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ ​ ​ ​ Commercial ​ commercial real estate ​ Residential real estate ​ Consumer Commercial and industrial ​ Construction ​ Senior lien ​ Consumer Owner occupied commercial real estate ​ Acquisition and development ​ Junior lien ​ ​ Food and agribusiness ​ Multifamily ​ ​ ​ ​ Municipal and non-profit ​ Non-owner occupied ​ ​ ​ ​ ​ Loans on non-accrual, in bankruptcy and TDMs with a balance greater than $250 thousand are excluded from the pooled analysis and are evaluated individually.
Following are the loan classes within each of the four primary loan segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-owner occupied ​ ​ ​ ​ Commercial ​ commercial real estate ​ Residential real estate ​ Consumer Commercial and industrial ​ Construction ​ Senior lien ​ Consumer Owner occupied commercial real estate ​ Acquisition and development ​ Junior lien ​ ​ Food and agribusiness ​ Multifamily ​ ​ ​ ​ Municipal and non-profit ​ Non-owner occupied ​ ​ ​ ​ ​ Loans on non-accrual, in bankruptcy and modified loans with a balance greater than $250 thousand are excluded from the pooled analysis and are evaluated individually.
See additional discussion of our ACL policy in note 2 – Summary of Significant Accounting Policies in the notes to our consolidated financial statements for the year ended December 31, 2024. ​ Allowance for credit losses ​ The determination of the ACL, which represents management’s estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date, involves a high degree of judgment and complexity.
See additional discussion of our ACL policy in note 2 – Summary of Significant Accounting Policies in the notes to our consolidated financial statements for the year ended December 31, 2025. ​ Allowance for credit losses ​ The determination of the ACL, which represents management’s estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date, involves a high degree of judgment and complexity.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith. ​ Management’s discussion focuses on 2024 results compared to 2023.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith. ​ Management’s discussion focuses on 2025 results compared to 2024.
For a discussion of 2023 results compared to 2022, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. ​ All amounts are in thousands, except share and per share data, or as otherwise noted. ​ Overview ​ Our focus is on building relationships by creating a win-win scenario for our clients and our Company.
For a discussion of 2024 results compared to 2023, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. ​ All amounts are in thousands, except share and per share data, or as otherwise noted. ​ Overview ​ Our focus is on building relationships by creating a win-win scenario for our clients and our Company.
To facilitate the oversight of asset quality, loans are categorized based on the number of days past due and on an internal risk rating system, and both are discussed in more detail below. ​ Our internal risk rating system uses a series of grades which reflect our assessment of the credit quality of loans based on an analysis of the borrower's financial condition, liquidity and ability to meet contractual debt service requirements.
To facilitate the oversight of asset quality, loans are categorized based on the number of days past due and on an internal risk rating system, as discussed in more detail below. ​ Our internal risk rating system uses a series of grades which reflect our assessment of the credit quality of loans based on an analysis of the borrower’s financial condition, liquidity and ability to meet contractual debt service requirements.
Our investment securities portfolio is evaluated under established Asset and Liability Committee objectives and is structured as a liquidity portfolio, and only security fair values are used for the liquidity assessment. The fair value of total investment securities was $1.0 billion at December 31, 2024, compared to $1.1 billion at December 31, 2023.
Our investment securities portfolio is evaluated under established Asset and Liability Committee objectives and is structured as a liquidity portfolio, and only security fair values are used for the liquidity assessment. The fair value of total investment securities was $1.1 billion at December 31, 2025, compared to $1.0 billion at December 31, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ​ The following management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2024, 2023, and 2022, and with the other financial and statistical data presented in this annual report.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ​ The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2025, 2024, and 2023, and with the other financial and statistical data presented in this annual report.
Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk. ​ Our investment security portfolio consists of high-quality securities, which are largely backed by either U.S. government agencies or U.S. government sponsored entities.
Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk. ​ Our investment security portfolio consists of high-quality securities, which are largely backed by either U.S. government agencies or GSEs.
We have maintained relationships with food and agribusiness clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing any potential credit losses in the future. 55 Table of Contents ​ New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates.
We have maintained relationships with food and agribusiness clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing potential credit losses in the future. 59 Table of Contents ​ New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates.
Accordingly, for the origination of loans, we 57 Table of Contents have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size.
Accordingly, for the origination of loans, we 61 Table of Contents have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size.
Based on the current interest rate environment and market conditions, our consumer banking strategy is to focus on attracting and maintaining both lower cost transaction accounts and time deposits. ​ During 2021, the Company entered into a subordinated note purchase agreement to issue and sell a fixed-to-floating note.
Based on the current interest rate environment and market conditions, our consumer banking strategy is to focus on attracting and maintaining both lower cost transaction accounts and time deposits. ​ As previously discussed, during 2021, the Company entered into a subordinated note purchase agreement to issue and sell a fixed-to-floating note.
Interest expense related to the notes totaling $0.6 million and $0.6 million was recorded in the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively. ​ The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only.
Interest expense related to the notes totaling $0.6 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024. ​ The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only.
Loans 90 days or more past due and still accruing interest were 0.19% and 0.01% of total loans for December 31, 2024 and 2023, respectively. ​ Allowance for credit losses ​ The ACL represents the amount that we believe is necessary to absorb estimated lifetime credit losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity.
Loans 90 days or more past due and still accruing interest were 0.21% and 0.19% of total loans for December 31, 2025 and 2024, respectively. ​ Allowance for credit losses ​ The ACL represents the amount that we believe is necessary to absorb estimated lifetime credit losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity.
At December 31, 2024 and 2023, our subsidiary banks and the consolidated holding company exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as further detailed in note 14 of our consolidated financial statements. ​ Results of Operations ​ Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities.
At December 31, 2025 and 2024, our subsidiary banks and the consolidated holding company exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as further detailed in note 13 of our consolidated financial statements. ​ Results of Operations ​ Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities.
Generally, the underlying risk of loss for each of these loan segments will follow certain norms/trends in various economic environments. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation.
Generally, the underlying risk of loss for each of these loan segments will follow certain norms/trends in various economic environments. Loans that do not share risk characteristics are evaluated on an individual 63 Table of Contents basis and are not included in the collective evaluation.
As of December 31, 2024, our investment securities portfolio consisted primarily of MBS, all of which were issued or guaranteed by U.S. government agencies or sponsored enterprises.
As of December 31, 2025, our investment securities portfolio consisted primarily of MBS, all of which were issued or guaranteed by U.S. government agencies or sponsored enterprises.
Management evaluated held-to-maturity securities noting they are backed by loans guaranteed by either U.S. government agencies or U.S. government sponsored entities, and management believes that default is highly unlikely given this governmental backing and long history without credit losses.
Management evaluated held-to-maturity securities noting they are backed by loans guaranteed by either U.S. government agencies or GSEs, and management believes that default is highly unlikely given this governmental backing and long history without credit losses.
The note is not subject to redemption at the option of the holder. ​ As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rates totaling $15.0 million.
The note is not subject to redemption at the option of the holder. ​ As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rate notes totaling $15.0 million.
At December 31, 2023, the held-to-maturity investment portfolio included $81.0 million of unrealized losses and $0.2 million of unrealized gains. ​ The Company does not measure expected credit losses on a financial asset, or groups of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero.
At December 31, 2024, the held-to-maturity investment portfolio included $81.8 million of unrealized losses and $0.1 million of unrealized gains. ​ The Company does not measure expected credit losses on a financial asset, or groups of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero.
We have identified four primary loan segments within the ACL model that are further stratified into 11 loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific risk factors 59 Table of Contents affecting each loan class.
We have identified four primary loan segments within the ACL model that are further stratified into 11 loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific risk factors affecting each loan class.
Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the note being redeemed, together with any accrued and unpaid interest on the note being redeemed up to but excluding the date of redemption.
Any redemption by the Company would be at a redemption price equal to 100% of the principal 67 Table of Contents amount of the note being redeemed, together with any accrued and unpaid interest on the note being redeemed up to but excluding the date of redemption.
The balance on all subordinated notes totaled $54.5 million and $54.2 million at December 31, 2024 and 2023, respectively. ​ We enter into contractual obligations that require a future cash settlement. These may include operating lease obligations, purchase obligations, time deposits and issuance of long-term debt.
The balance on all subordinated notes totaled $54.5 million at December 31, 2025 and 2024. ​ We enter into contractual obligations that require a future cash settlement. These may include operating lease obligations, purchase obligations, time deposits and issuance of long-term debt.
Our food and agribusiness portfolio is 3.9% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 1.1% of total loans.
Our food and agribusiness portfolio is 3.1% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 1.2% of total loans.
Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during 2024 and 2023 was $2.0 million and $0.6 million, respectively. ​ Past due status is monitored as an indicator of credit deterioration.
Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during 2025 and 2024 was $2.4 million and $2.0 million, respectively. ​ Past due status is monitored as an indicator of credit deterioration.
The ACL is determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilizes a discounted cash flow (“DCF”) model developed within a third-party software tool that incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive the losses predicted in establishing the Company’s ACL.
The ACL is determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilizes a DCF model developed within a third-party software tool that incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive the losses predicted in establishing the Company’s ACL.
At December 31, 2024, the duration of the investment securities portfolio was 4.4 years and the weighted average life was 5.5 years. ​ As part of its liquidity management activities, the Company pledges collateral at its secured funding providers to ensure immediate availability of funding, which includes maintaining borrowing capacity at both the FHLB and the Federal Reserve.
At December 31, 2025, the duration of the investment securities portfolio was 3.7 years and the weighted average life was 4.4 years. ​ As part of its liquidity management activities, the Company pledges collateral at its secured funding providers to ensure immediate availability of funding, which includes maintaining borrowing capacity at both the FHLB and the Federal Reserve.
As a result, changes in interest rates have a more significant impact on our performance than do changes in the general rate of inflation and changes 71 Table of Contents in prices.
As a result, changes in interest rates have a more significant impact on our performance than do changes in the general rate of inflation and changes in prices.
Payments consist of interest only. Interest expense on the note is payable semi-annually in arrears and will bear interest at 3.00% per annum until November 15, 2026 (or any earlier redemption date).
Interest expense on the note is payable semi-annually in arrears and will bear interest at 3.00% per annum until November 15, 2026 (or any earlier redemption date).
The Company incurred $4.6 million and $22.0 million of interest expense related to FHLB advances or other short-term borrowings for the years ended December 31, 2024 and 2023, respectively. ​ Regulatory Capital ​ Our subsidiary banks and the holding company are subject to the regulatory capital adequacy requirements of the Federal Reserve Board and the FDIC, as applicable.
The Company incurred $2.7 million and $4.6 million of interest expense related to FHLB advances or other short-term borrowings for the years ended December 31, 2025 and 2024, respectively. ​ Regulatory Capital ​ Our subsidiary banks and the holding company are subject to the regulatory capital adequacy requirements of the Federal Reserve Board and the FDIC, as applicable.
Included in the municipal and non-profit segment are tax exempt loans totaling $920,425 and $868,842 with an FTE weighted average rate of 4.68% and 4.31% at December 31, 2024 and 2023, respectively. ​ ​ ​ Asset quality ​ Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type.
Included in the municipal and non-profit segment are tax exempt loans totaling $1,013,078 and $920,425 with an FTE weighted average rate of 4.79% and 4.68% at December 31, 2025 and 2024, respectively. ​ ​ ​ Asset quality ​ Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type.
Non-maturing deposit accounts totaled 87.6% of total deposits at December 31, 2024, compared to 88.0% at December 31, 2023. ​ Impact of Inflation and Changing Prices ​ An inflationary environment may impact our financial performance and may impact our clients, including but not limited to impacts on assets, earnings, capital levels and growth opportunities.
Non-maturing deposit accounts totaled 86.1% of total deposits at December 31, 2025, compared to 87.6% at December 31, 2024. ​ Impact of Inflation and Changing Prices ​ An inflationary environment may impact our financial performance and may impact our clients, including but not limited to impacts on assets, earnings, capital levels and growth opportunities.
The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of December 31, 2024 and December 31, 2023 was 5.6 years and 5.7 years, respectively. This estimate is based on assumptions and actual results may differ.
The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of December 31, 2025 and December 31, 2024 was 4.3 years and 5.6 years, respectively. This estimate is based on assumptions and actual results may differ.
(2) Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,094, $6,099 and $5,512 for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) ​ ​ ​ Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094 and $6,099 for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,094, $6,099 and $5,512 for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) ​ ​ ​ Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,866, $7,094 and $6,099 for the years ended December 31, 2025, 2024 and 2023, respectively.
Total non-performing assets to total loans and OREO totaled 0.47% and 0.42% at December 31, 2024 and 2023, respectively. ​ ​ Loans 30-89 days past due and still accruing interest were 0.30% and 0.16% of total loans at December 31, 2024 and December 31, 2023, respectively.
Total non-performing assets to total loans and OREO totaled 0.36% and 0.47% at December 31, 2025 and 2024, respectively. ​ ​ Loans 30-89 days past due and still accruing interest were 0.16% and 0.30% of total loans at December 31, 2025 and December 31, 2024, respectively.
When a loan is placed on non-accrual, any recorded AIR is reversed against interest income. ​ Total ACL ​ After considering the above mentioned factors, we believe that the ACL of $94.5 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at December 31, 2024.
When a loan is placed on non-accrual, any recorded AIR is reversed against interest income. ​ Total ACL ​ After considering the above-mentioned factors, we believe that the ACL of $87.4 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at December 31, 2025.
The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 5.3 years and 5.2 years at December 31, 2024 and December 31, 2023, respectively. This estimate is based on assumptions and actual results may differ.
The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 4.6 years and 5.3 years at December 31, 2025 and December 31, 2024, respectively. This estimate is based on assumptions and actual results may differ.
We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. ​ Income tax expense totaled $26.4 million during 2024, compared to $33.6 million during 2023. The decrease in income tax expense was driven by lower pre-tax income.
We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. ​ Income tax expense totaled $24.1 million during 2025, compared to $26.4 million during 2024. The decrease in income tax expense was driven by lower pre-tax income.
As of December 31, 2024 and 2023, we had loan commitments totaling $1.4 billion and $1.6 billion, respectively, and standby letters of credit totaling $10.8 million and $13.0 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. ​ ​ ​ ​ Item 7A.
As of December 31, 2025 and 2024, we had loan commitments totaling $1.1 billion and $1.4 billion, respectively, and standby letters of credit totaling $8.0 million and $10.8 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. ​ ​ ​ ​
Included within those contractual obligations were time deposits totaling $1.0 billion, with $822.6 million of that estimated to be paid within one year. ​ For additional information regarding our operating, investing and financing cash flows, see our consolidated statements of cash flows in the accompanying consolidated financial statements. ​ Capital ​ Under the Basel III requirements, at December 31, 2024, the Company, NBH Bank and Bank of Jackson Hole Trust met all capital adequacy requirements, and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions.
Included within those contractual obligations were time deposits totaling $1.2 billion, with $1.0 billion of that estimated to be paid within one year. ​ For additional information regarding our operating, investing and financing cash flows, see our consolidated statements of cash flows in the accompanying consolidated financial statements. ​ Capital ​ Under the Basel III requirements, at December 31, 2025, the Company, NBH Bank and BOJHT met all capital adequacy requirements, and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions.
See the reconciliation under “About Non-GAAP Financial Measures.” ​ 44 Table of Contents Key Metrics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Return on average assets ​ ​ 1.20% ​ ​ 1.45% ​ ​ 0.91% ​ ​ 1.33% ​ ​ 1.40% Return on average tangible assets (1) ​ ​ 1.30% ​ ​ 1.57% ​ ​ 0.95% ​ ​ 1.37% ​ ​ 1.44% Return on average tangible assets, adjusted (1)(2) ​ ​ 1.36% ​ ​ 1.57% ​ ​ 1.32% ​ ​ 1.37% ​ ​ 1.44% Return on average equity ​ ​ 9.41% ​ ​ 12.29% ​ ​ 7.88% ​ ​ 11.06% ​ ​ 11.24% Return on average tangible common equity (1) ​ ​ 13.65% ​ ​ 18.23% ​ ​ 9.91% ​ ​ 12.87% ​ ​ 13.27% Return on average tangible common equity, adjusted (1)(2) ​ ​ 14.20% ​ ​ 18.23% ​ ​ 13.75% ​ ​ 12.87% ​ ​ 13.27% Loan to deposit ratio (end of period) (3) ​ ​ 94.09% ​ ​ 94.00% ​ ​ 91.72% ​ ​ 72.47% ​ ​ 76.70% Non-interest bearing deposits to total deposits (end of period) ​ ​ 26.87% ​ ​ 28.83% ​ ​ 39.82% ​ ​ 40.24% ​ ​ 37.19% Net interest margin (4) ​ ​ 3.77% ​ ​ 4.01% ​ ​ 3.65% ​ ​ 2.87% ​ ​ 3.33% Net interest margin FTE (1)(4)(5) ​ ​ 3.85% ​ ​ 4.08% ​ ​ 3.73% ​ ​ 2.95% ​ ​ 3.42% Interest rate spread FTE (1)(5)(6) ​ ​ 2.87% ​ ​ 3.26% ​ ​ 3.54% ​ ​ 2.79% ​ ​ 3.21% Yield on earning assets (7) ​ ​ 5.88% ​ ​ 5.49% ​ ​ 3.90% ​ ​ 3.08% ​ ​ 3.76% Yield on earning assets FTE (1)(5)(7) ​ ​ 5.96% ​ ​ 5.56% ​ ​ 3.97% ​ ​ 3.16% ​ ​ 3.85% Cost of funds ​ ​ 2.27% ​ ​ 1.58% ​ ​ 0.26% ​ ​ 0.23% ​ ​ 0.46% Cost of deposits ​ ​ 2.23% ​ ​ 1.37% ​ ​ 0.22% ​ ​ 0.23% ​ ​ 0.45% Non-interest income to total revenue FTE (5)(8) ​ ​ 14.80% ​ ​ 14.80% ​ ​ 19.82% ​ ​ 36.46% ​ ​ 41.46% Non-interest expense to average assets ​ ​ 2.57% ​ ​ 2.48% ​ ​ 2.70% ​ ​ 2.73% ​ ​ 3.26% Efficiency ratio ​ ​ 62.62% ​ ​ 56.82% ​ ​ 63.22% ​ ​ 64.48% ​ ​ 61.88% Efficiency ratio excluding other intangible assets amortization FTE, adjusted (1)(2)(5) ​ ​ 58.69% ​ ​ 54.31% ​ ​ 57.07% ​ ​ 62.99% ​ ​ 60.59% Pre-provision net revenue ​ $ 152,002 ​ $ 183,897 ​ $ 122,913 ​ $ 105,678 ​ $ 127,027 Pre-provision net revenue FTE (1)(5) ​ ​ 159,096 ​ ​ 189,996 ​ ​ 128,425 ​ ​ 110,839 ​ ​ 132,130 Pre-provision net revenue FTE, adjusted (1)(2)(5) ​ ​ 165,678 ​ ​ 189,996 ​ ​ 143,492 ​ ​ 110,839 ​ ​ 132,130 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans Asset Quality Data (3)(9)(10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-performing loans to total loans ​ ​ 0.46% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.24% ​ ​ 0.47% Non-performing assets to total loans and OREO ​ ​ 0.47% ​ ​ 0.42% ​ ​ 0.28% ​ ​ 0.39% ​ ​ 0.58% Allowance for credit losses to total loans ​ ​ 1.22% ​ ​ 1.27% ​ ​ 1.24% ​ ​ 1.10% ​ ​ 1.37% Allowance for credit losses to non-performing loans ​ ​ 262.42% ​ ​ 346.99% ​ ​ 542.35% ​ ​ 458.77% ​ ​ 293.21% Net charge-offs to average loans ​ ​ 0.13% ​ ​ 0.02% ​ ​ 0.03% ​ ​ 0.03% ​ ​ 0.06% ​ ​ ​ (1) Represents a non-GAAP financial measure.
See the reconciliation under “About Non-GAAP Financial Measures.” ​ 49 Table of Contents Key Metrics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Return on average assets ​ ​ 1.11% ​ ​ 1.20% ​ ​ 1.45% ​ ​ 0.91% ​ ​ 1.33% Return on average tangible assets (1) ​ ​ 1.22% ​ ​ 1.30% ​ ​ 1.57% ​ ​ 0.95% ​ ​ 1.37% Return on average tangible assets, adjusted (1)(2) ​ ​ 1.30% ​ ​ 1.36% ​ ​ 1.57% ​ ​ 1.32% ​ ​ 1.37% Return on average equity ​ ​ 8.08% ​ ​ 9.41% ​ ​ 12.29% ​ ​ 7.88% ​ ​ 11.06% Return on average tangible common equity (1) ​ ​ 11.36% ​ ​ 13.65% ​ ​ 18.23% ​ ​ 9.91% ​ ​ 12.87% Return on average tangible common equity, adjusted (1)(2) ​ ​ 12.15% ​ ​ 14.20% ​ ​ 18.23% ​ ​ 13.75% ​ ​ 12.87% Loan to deposit ratio (end of period) (3) ​ ​ 89.64% ​ ​ 94.09% ​ ​ 94.00% ​ ​ 91.72% ​ ​ 72.47% Non-interest bearing deposits to total deposits (end of period) ​ ​ 26.58% ​ ​ 26.87% ​ ​ 28.83% ​ ​ 39.82% ​ ​ 40.24% Net interest margin (4) ​ ​ 3.85% ​ ​ 3.77% ​ ​ 4.01% ​ ​ 3.65% ​ ​ 2.87% Net interest margin FTE (4)(5) ​ ​ 3.94% ​ ​ 3.85% ​ ​ 4.08% ​ ​ 3.73% ​ ​ 2.95% Interest rate spread FTE (5)(6) ​ ​ 3.06% ​ ​ 2.87% ​ ​ 3.26% ​ ​ 3.54% ​ ​ 2.79% Yield on earning assets (7) ​ ​ 5.74% ​ ​ 5.88% ​ ​ 5.49% ​ ​ 3.90% ​ ​ 3.08% Yield on earning assets FTE (5)(7) ​ ​ 5.83% ​ ​ 5.96% ​ ​ 5.56% ​ ​ 3.97% ​ ​ 3.16% Cost of funds ​ ​ 2.05% ​ ​ 2.27% ​ ​ 1.58% ​ ​ 0.26% ​ ​ 0.23% Cost of deposits ​ ​ 2.02% ​ ​ 2.23% ​ ​ 1.37% ​ ​ 0.22% ​ ​ 0.23% Non-interest income to total revenue FTE (5)(8) ​ ​ 15.94% ​ ​ 14.80% ​ ​ 14.80% ​ ​ 19.82% ​ ​ 36.46% Efficiency ratio ​ ​ 63.61% ​ ​ 62.62% ​ ​ 56.82% ​ ​ 63.22% ​ ​ 64.48% Efficiency ratio excluding other intangible assets amortization, adjusted FTE (2)(5) ​ ​ 58.43% ​ ​ 58.69% ​ ​ 54.31% ​ ​ 57.07% ​ ​ 62.99% Pre-provision net revenue FTE (1)(5) ​ $ 159,295 ​ $ 159,096 ​ $ 189,996 ​ $ 128,425 ​ $ 110,839 Pre-provision net revenue FTE, adjusted (1)(2)(5) ​ ​ 169,799 ​ ​ 165,678 ​ ​ 189,996 ​ ​ 143,492 ​ ​ 110,839 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans Asset Quality Data (3)(9)(10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-performing loans to total loans ​ ​ 0.34% ​ ​ 0.46% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.24% Non-performing assets to total loans and OREO ​ ​ 0.36% ​ ​ 0.47% ​ ​ 0.42% ​ ​ 0.28% ​ ​ 0.39% Allowance for credit losses to total loans ​ ​ 1.18% ​ ​ 1.22% ​ ​ 1.27% ​ ​ 1.24% ​ ​ 1.10% Allowance for credit losses to non-performing loans ​ ​ 350.90% ​ ​ 262.42% ​ ​ 346.99% ​ ​ 542.35% ​ ​ 458.77% Net charge-offs to average loans ​ ​ 0.34% ​ ​ 0.13% ​ ​ 0.02% ​ ​ 0.03% ​ ​ 0.03% ​ ​ ​ (1) ​ ​ ​ Represents a non-GAAP financial measure.
At December 31, 2024, the Company’s available secured and committed borrowing capacity at the FHLB and Federal Reserve totaled $2.6 billion, compared to $1.5 billion at December 31, 2023. ​ In addition to core deposit and secured funding, the Company also accesses a variety of other short-term and long-term unsecured funding sources, which includes access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit.
At December 31, 2025, the 74 Table of Contents Company’s available secured and committed borrowing capacity at the FHLB and Federal Reserve totaled $3.0 billion, compared to $2.6 billion at December 31, 2024. ​ In addition to core deposit and secured funding, the Company also accesses a variety of other short-term and long-term unsecured funding sources, which includes access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit.
The effective tax rate for 2024 was 18.2%, compared to 19.1% for 2023. As of December 31, 2024, our marginal tax rate (the rate we pay on each incremental dollar of earnings) was approximately 23%.
The effective tax rate for 2025 was 18.0%, compared to 18.2% for 2024. As of December 31, 2025, our marginal tax rate (the rate we pay on each incremental dollar of earnings) was approximately 23%.
At December 31, 2023, the available-for-sale investment portfolio included $99.0 million of unrealized losses and $57 thousand of unrealized gains. We believe any unrealized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were impaired. Management believes that default of the available-for-sale securities is highly unlikely.
At December 31, 2024, the available-for-sale investment portfolio included $90.9 million of unrealized losses and $0.5 million of unrealized gains. We believe any unrealized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were impaired. Management believes that default of the available-for-sale securities is highly unlikely.
The balance on the note at December 31, 2024, net of long-term debt issuance costs totaling $0.2 million, totaled $39.8 million. Interest expense totaling $1.2 million and $1.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively. ​ The note is subordinated, unsecured and matures on November 15, 2031.
The balance on the note at December 31, 2025, net of long-term debt issuance costs totaling $0.1 million, totaled $39.9 million. Interest expense totaling $1.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2025 and 2024. ​ The note is subordinated, unsecured and matures on November 15, 2031. Payments consist of interest only.
The remainder of the portfolio was comprised of fixed rate amortizing securities with 10 to 30 year contractual maturities, with a weighted average coupon of 2.31% per annum and 1.73% per annum at December 31, 2024 and 2023, respectively. ​ The available-for-sale investment portfolio included $90.9 million of unrealized losses and $0.5 million of unrealized gains at December 31, 2024.
The remainder of the portfolio was comprised of fixed rate amortizing securities with 10- to 30-year contractual maturities, with a weighted average coupon of 2.30% per annum and 2.31% per annum at December 31, 2025 and 2024, respectively. ​ The available-for-sale investment portfolio included $60.2 million of unrealized losses and $2.9 million of unrealized gains at December 31, 2025.
The Company deployed the net proceeds from the sale of the note for general corporate purposes. The note is not subject to redemption at the option of the holder. Additionally, as part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rate notes.
The Company deployed the net proceeds from the sale of the note for general corporate purposes. Additionally, as part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated note purchase agreements to issue and sell fixed-to-floating rate notes.
We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on an FTE basis.
We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results.
As of December 31, 2024, the fair value was inclusive of pre-tax net unrealized losses of $90.4 million on the available-for-sale securities portfolio. Additionally, our held-to-maturity securities portfolio had $81.7 million of pre-tax net unrealized losses. The gross unrealized gains and losses are detailed in note 4 of our consolidated financial statements.
As of December 31, 2025, the fair value was inclusive of pre-tax net unrealized losses of $57.3 million on the available-for-sale securities portfolio. Additionally, our held-to-maturity securities portfolio had $54.3 million of pre-tax net unrealized losses. The gross unrealized gains and losses are detailed in note 4 of our consolidated financial statements.
As of December 31, 2024, approximately $739.1 million of investment securities were pledged to secure client deposits and repurchase agreements. ​ The Company’s investment portfolio remains positioned in liquid and readily marketable instruments and is a significant source of on-balance sheet collateral to secure borrowing capacity.
As of December 31, 2025, approximately $658.4 million of investment securities were pledged to the Federal Reserve and to secure client deposits and repurchase agreements. ​ The Company’s investment portfolio remains positioned in liquid and readily marketable instruments and is a significant source of on-balance sheet collateral to secure borrowing capacity.
Maturities and paydowns of available-for-sale securities during 2024 and 2023 totaled $157.5 million and $92.0 million, respectively. ​ 51 Table of Contents Available-for-sale investment securities are summarized in the following table as of the dates indicated. The weighted average yield was calculated based on amortized cost.
Maturities and paydowns of available-for-sale securities during 2025 and 2024 totaled $132.6 million and $157.5 million, respectively. ​ 55 Table of Contents Available-for-sale investment securities are summarized in the following table as of the dates indicated. The weighted average yield was calculated based on amortized cost.
The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 and 200 basis point decrease in interest rates on net interest income based on the interest rate risk model at the respective dates: ​ ​ ​ ​ ​ ​ Hypothetical ​ ​ ​ ​ shift in interest ​ % change in projected net interest income rates (in bps) ​ December 31, 2024 ​ December 31, 2023 200 ​ 1.72% ​ (0.18)% 100 ​ 0.87% ​ (0.06)% (100) ​ (1.05)% ​ (0.09)% (200) ​ (2.11)% ​ (0.33)% ​ Many assumptions are used to calculate the impact of interest rate fluctuations.
The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 and 200 basis point decrease in interest rates on net interest income based on the interest rate risk model at the respective dates: ​ ​ ​ ​ ​ ​ Hypothetical ​ ​ ​ ​ shift in interest ​ % change in projected net interest income rates (in bps) ​ December 31, 2025 ​ December 31, 2024 200 ​ 4.65% ​ 1.72% 100 ​ 2.36% ​ 0.87% (100) ​ (1.95)% ​ (1.05)% (200) ​ (3.13)% ​ (2.11)% ​ Many assumptions are used to calculate the impact of interest rate fluctuations.
The DCF model allows for individual lifetime loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macro-economic factors, including unemployment rates, home price index (“HPI”), retail sales and gross domestic product (“GDP”), which drive correlated loss rates.
The DCF model allows for individual lifetime loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macro-economic factors, including unemployment rates, HPI, retail sales and GDP, which drive correlated loss rates.
The Company executes periodic test trades to assess the level of access and operational processes associated with its secured and unsecured funding sources. ​ We anticipate that the sources of funds discussed above will provide adequate funding and liquidity for at least a 12-month period and the foreseeable future, and we may utilize any combination of these funding sources for long-term liquidity needs if deemed prudent. ​ Our primary uses of funds are loan fundings, investment security purchases, withdrawals of deposits, capital expenditures, operating expenses, and share repurchases. ​ At present, financing activities primarily consist of changes in deposits and repurchase agreements, and advances from the FHLB, in addition to the payment of dividends and the repurchase of our common stock.
The Company executes periodic test trades to assess the level of access and operational processes associated with its secured and unsecured funding sources. ​ We anticipate that the sources of funds discussed above will provide adequate funding and liquidity for at least a 12-month period and the foreseeable future, and we may utilize any combination of these funding sources for long-term liquidity needs if deemed prudent. ​ Our primary uses of funds are loan fundings, investment security purchases, withdrawals of deposits, capital expenditures, operating expenses, and share repurchases.
Any changes to the underlying assumptions, circumstances or estimates, including but not limited to changes in the underlying macro-economic forecast, used in determining the ACL, could negatively or positively affect the Company's results of operations, liquidity or financial condition. ​ 60 Table of Contents The following schedule presents, by class stratification, the changes in the ACL during the years listed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 ​ December 31, 2020 ​ ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) Beginning allowance for credit losses ​ $ 97,947 ​ ​ ​ $ 89,553 ​ ​ ​ $ 49,694 ​ ​ ​ $ 59,777 ​ ​ ​ $ 39,064 ​ ​ Cumulative effect adjustment (2) ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ 5,836 ​ ​ Day 1 CECL provision expense (3) ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ 21,228 ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ PCD allowance for credit loss at acquisition ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ 6,238 ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ Charge-offs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ ​ (5,082) ​ 0.06% ​ ​ (277) ​ 0.00% ​ ​ (1,340) ​ 0.02% ​ ​ (1,171) ​ 0.02% ​ ​ (2,023) ​ 0.04% Commercial real estate non owner-occupied ​ ​ (4,715) ​ 0.06% ​ ​ — ​ 0.00% ​ ​ — ​ 0.00% ​ ​ — ​ 0.00% ​ ​ (412) ​ 0.01% Residential real estate ​ ​ — ​ 0.00% ​ ​ (48) ​ 0.00% ​ ​ (2) ​ 0.00% ​ ​ (24) ​ 0.00% ​ ​ (67) ​ 0.00% Consumer ​ ​ (981) ​ 0.01% ​ ​ (1,250) ​ 0.02% ​ ​ (845) ​ 0.01% ​ ​ (621) ​ 0.01% ​ ​ (726) ​ 0.01% Total charge-offs ​ ​ (10,778) ​ ​ ​ ​ (1,575) ​ ​ ​ ​ (2,187) ​ ​ ​ ​ (1,816) ​ ​ ​ ​ (3,228) ​ ​ Recoveries ​ ​ 956 ​ ​ ​ ​ 444 ​ ​ ​ ​ 385 ​ ​ ​ ​ 552 ​ ​ ​ ​ 571 ​ ​ Net charge-offs ​ ​ (9,822) ​ 0.13% ​ ​ (1,131) ​ 0.02% ​ ​ (1,802) ​ 0.03% ​ ​ (1,264) ​ 0.03% ​ ​ (2,657) ​ 0.06% Provision expense for credit losses ​ ​ 6,330 ​ ​ ​ ​ 9,525 ​ ​ ​ ​ 14,195 ​ ​ ​ ​ (8,819) ​ ​ ​ ​ 17,534 ​ ​ Ending allowance for credit losses ​ $ 94,455 ​ ​ ​ $ 97,947 ​ ​ ​ $ 89,553 ​ ​ ​ $ 49,694 ​ ​ ​ $ 59,777 ​ ​ Ratio of ACL to total loans outstanding at period end ​ ​ 1.22% ​ ​ ​ ​ 1.27% ​ ​ ​ ​ 1.24% ​ ​ ​ ​ 1.10% ​ ​ ​ ​ 1.37% ​ ​ Ratio of ACL to total non-performing loans at period end ​ ​ 262.42% ​ ​ ​ ​ 346.99% ​ ​ ​ ​ 542.35% ​ ​ ​ ​ 458.77% ​ ​ ​ ​ 293.21% ​ ​ Total loans ​ $ 7,751,143 ​ ​ ​ $ 7,698,758 ​ ​ ​ $ 7,220,469 ​ ​ ​ $ 4,513,383 ​ ​ ​ $ 4,353,726 ​ ​ Average total loans outstanding during the period ​ ​ 7,676,026 ​ ​ ​ ​ 7,409,724 ​ ​ ​ ​ 5,349,916 ​ ​ ​ ​ 4,358,707 ​ ​ ​ ​ 4,578,894 ​ ​ Non-performing loans ​ ​ 35,994 ​ ​ ​ ​ 28,228 ​ ​ ​ ​ 16,512 ​ ​ ​ ​ 10,832 ​ ​ ​ ​ 20,387 ​ ​ ​ ​ ​ (1) ​ Ratio of net charge-offs to average total loans.
Any changes to the underlying assumptions, circumstances or estimates, including but not limited to changes in the underlying macro-economic forecast, used in determining the ACL, could negatively or positively affect the Company’s results of operations, liquidity or financial condition. ​ 64 Table of Contents The following schedule presents, by class stratification, the changes in the ACL during the years listed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 ​ ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) ​ Total ACL ​ % NCOs (1) Beginning allowance for credit losses ​ $ 94,455 ​ ​ ​ $ 97,947 ​ ​ ​ $ 89,553 ​ ​ ​ $ 49,694 ​ ​ ​ $ 59,777 ​ ​ Day 1 CECL provision expense (2) ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ 21,228 ​ ​ ​ ​ — ​ ​ PCD allowance for credit loss at acquisition ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ — ​ ​ ​ ​ 6,238 ​ ​ ​ ​ — ​ ​ Charge-offs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ ​ (26,074) ​ 0.31% ​ ​ (5,082) ​ 0.06% ​ ​ (277) ​ 0.00% ​ ​ (1,340) ​ 0.02% ​ ​ (1,171) ​ 0.02% Commercial real estate non owner-occupied ​ ​ (1,467) ​ 0.02% ​ ​ (4,715) ​ 0.06% ​ ​ — ​ 0.00% ​ ​ — ​ 0.00% ​ ​ — ​ 0.00% Residential real estate ​ ​ (173) ​ 0.00% ​ ​ — ​ 0.00% ​ ​ (48) ​ 0.00% ​ ​ (2) ​ 0.00% ​ ​ (24) ​ 0.00% Consumer ​ ​ (747) ​ 0.01% ​ ​ (981) ​ 0.01% ​ ​ (1,250) ​ 0.02% ​ ​ (845) ​ 0.01% ​ ​ (621) ​ 0.01% Total charge-offs ​ ​ (28,461) ​ ​ ​ ​ (10,778) ​ ​ ​ ​ (1,575) ​ ​ ​ ​ (2,187) ​ ​ ​ ​ (1,816) ​ ​ Recoveries ​ ​ 3,282 ​ ​ ​ ​ 956 ​ ​ ​ ​ 444 ​ ​ ​ ​ 385 ​ ​ ​ ​ 552 ​ ​ Net charge-offs ​ ​ (25,179) ​ 0.34% ​ ​ (9,822) ​ 0.13% ​ ​ (1,131) ​ 0.02% ​ ​ (1,802) ​ 0.03% ​ ​ (1,264) ​ 0.03% Provision expense for credit losses ​ ​ 18,139 ​ ​ ​ ​ 6,330 ​ ​ ​ ​ 9,525 ​ ​ ​ ​ 14,195 ​ ​ ​ ​ (8,819) ​ ​ Ending allowance for credit losses ​ $ 87,415 ​ ​ ​ $ 94,455 ​ ​ ​ $ 97,947 ​ ​ ​ $ 89,553 ​ ​ ​ $ 49,694 ​ ​ Ratio of ACL to total loans outstanding at period end ​ ​ 1.18% ​ ​ ​ ​ 1.22% ​ ​ ​ ​ 1.27% ​ ​ ​ ​ 1.24% ​ ​ ​ ​ 1.10% ​ ​ Ratio of ACL to total non-performing loans at period end ​ ​ 350.90% ​ ​ ​ ​ 262.42% ​ ​ ​ ​ 346.99% ​ ​ ​ ​ 542.35% ​ ​ ​ ​ 458.77% ​ ​ Total loans ​ $ 7,433,356 ​ ​ ​ $ 7,751,143 ​ ​ ​ $ 7,698,758 ​ ​ ​ $ 7,220,469 ​ ​ ​ $ 4,513,383 ​ ​ Average total loans outstanding during the period ​ ​ 7,476,859 ​ ​ ​ ​ 7,676,026 ​ ​ ​ ​ 7,409,724 ​ ​ ​ ​ 5,349,916 ​ ​ ​ ​ 4,358,707 ​ ​ Non-performing loans ​ ​ 24,912 ​ ​ ​ ​ 35,994 ​ ​ ​ ​ 28,228 ​ ​ ​ ​ 16,512 ​ ​ ​ ​ 10,832 ​ ​ ​ ​ ​ (1) ​ Ratio of net charge-offs to average total loans.
The most significant of these estimates relate to the determination of the allowance for credit losses and accounting for acquired loans.
The most significant of these estimates relate to the determination of the ACL and accounting for acquired loans.
The balance on the notes at December 31, 2024, net of a fair value adjustment related to the acquisition totaling $0.3 million, totaled $14.7 million.
The balance on the notes at December 31, 2025, net of a fair value adjustment related to the acquisition totaling $0.1 million, totaled $14.9 million.
The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income. ​ Our interest rate risk model indicated that the Company was in a fairly neutral position in terms of interest rate sensitivity at December 31, 2024.
The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income. ​ 76 Table of Contents Our interest rate risk model indicated that the Company was in an asset sensitive position in terms of interest rate sensitivity at December 31, 2025.
Any expenses related to the resolution of problem assets are also included in non-interest expense. ​ Overview of results of operations ​ During the year ended December 31, 2024, net income totaled $118.8 million, or $3.08 per diluted share, compared to net income of $142.0 million, or $3.72 per diluted share in the prior year.
Any expenses related to the resolution of problem assets are also included in non-interest expense. ​ Overview of results of operations ​ Net income totaled $109.6 million, $2.85 per diluted share, during the year ended December 31, 2025. During the year ended December 31, 2024, net income totaled $118.8 million, $3.08 per diluted share.
At December 31, 2024 and December 31, 2023, the duration of the total available-for-sale investment portfolio was 4.3 years. ​ At December 31, 2024 and 2023, adjustable rate securities comprised 5.9% and 13.0%, respectively, of the available-for-sale mortgage-backed security portfolio.
At December 31, 2025 and December 31, 2024, the duration of the total available-for-sale investment portfolio was 3.9 years and 4.3 years, respectively. ​ At December 31, 2025 and 2024, adjustable rate securities comprised 0.6% and 5.9%, respectively, of the available-for-sale MBS portfolio.
All amounts are presented in thousands, except share and per share data, or as otherwise noted. ​ Consolidated Statements of Financial Condition Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Cash and cash equivalents ​ $ 127,848 ​ $ 190,826 ​ $ 195,505 ​ $ 845,695 ​ $ 605,565 Investment securities available-for-sale (at fair value) ​ ​ 527,547 ​ ​ 628,829 ​ ​ 706,289 ​ ​ 691,847 ​ ​ 661,955 Investment securities held-to-maturity ​ ​ 533,108 ​ ​ 585,052 ​ ​ 651,527 ​ ​ 609,012 ​ ​ 376,615 Non-marketable securities ​ ​ 76,462 ​ ​ 90,477 ​ ​ 89,049 ​ ​ 50,740 ​ ​ 17,260 Loans (1) ​ ​ 7,751,143 ​ ​ 7,698,758 ​ ​ 7,220,469 ​ ​ 4,513,383 ​ ​ 4,353,726 Allowance for credit losses ​ ​ (94,455) ​ ​ (97,947) ​ ​ (89,553) ​ ​ (49,694) ​ ​ (59,777) Loans, net ​ ​ 7,656,688 ​ ​ 7,600,811 ​ ​ 7,130,916 ​ ​ 4,463,689 ​ ​ 4,293,949 Loans held for sale ​ ​ 24,495 ​ ​ 18,854 ​ ​ 22,767 ​ ​ 139,142 ​ ​ 247,813 Other real estate owned ​ ​ 662 ​ ​ 4,088 ​ ​ 3,731 ​ ​ 7,005 ​ ​ 4,730 Premises and equipment, net ​ ​ 196,773 ​ ​ 162,733 ​ ​ 136,111 ​ ​ 96,747 ​ ​ 106,982 Goodwill and other intangible assets, net ​ ​ 364,475 ​ ​ 372,068 ​ ​ 339,019 ​ ​ 127,349 ​ ​ 132,955 Other assets ​ ​ 299,635 ​ ​ 297,326 ​ ​ 298,329 ​ ​ 182,785 ​ ​ 212,126 Total assets ​ $ 9,807,693 ​ $ 9,951,064 ​ $ 9,573,243 ​ $ 7,214,011 ​ $ 6,659,950 Deposits ​ $ 8,237,893 ​ $ 8,190,391 ​ $ 7,872,626 ​ $ 6,228,173 ​ $ 5,676,232 Long-term debt, net ​ ​ 54,511 ​ ​ 54,200 ​ ​ 53,890 ​ ​ 39,478 ​ ​ — Other liabilities ​ ​ 210,214 ​ ​ 493,666 ​ ​ 554,525 ​ ​ 106,254 ​ ​ 163,027 Total liabilities ​ ​ 8,502,618 ​ ​ 8,738,257 ​ ​ 8,481,041 ​ ​ 6,373,905 ​ ​ 5,839,259 Total shareholders' equity ​ ​ 1,305,075 ​ ​ 1,212,807 ​ ​ 1,092,202 ​ ​ 840,106 ​ ​ 820,691 Total liabilities and shareholders' equity ​ $ 9,807,693 ​ $ 9,951,064 ​ $ 9,573,243 ​ $ 7,214,011 ​ $ 6,659,950 43 Table of Contents ​ ​ ​ (1) Total loans are net of unearned discounts and deferred fees and costs. ​ Consolidated Statements of Operations Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 Interest income ​ $ 538,268 ​ $ 495,415 ​ $ 284,688 ​ $ 200,965 ​ $ 218,002 Interest expense ​ ​ 192,880 ​ ​ 133,464 ​ ​ 17,853 ​ ​ 13,821 ​ ​ 25,056 Net interest income ​ ​ 345,388 ​ ​ 361,951 ​ ​ 266,835 ​ ​ 187,144 ​ ​ 192,946 Provision expense (release) for credit losses ​ ​ 6,755 ​ ​ 8,295 ​ ​ 36,729 ​ ​ (9,293) ​ ​ 17,630 Net interest income after provision for credit losses ​ ​ 338,633 ​ ​ 353,656 ​ ​ 230,106 ​ ​ 196,437 ​ ​ 175,316 Non-interest income ​ ​ 61,231 ​ ​ 63,917 ​ ​ 67,312 ​ ​ 110,364 ​ ​ 140,258 Non-interest expense ​ ​ 254,617 ​ ​ 241,971 ​ ​ 211,234 ​ ​ 191,830 ​ ​ 206,177 Income before income taxes ​ ​ 145,247 ​ ​ 175,602 ​ ​ 86,184 ​ ​ 114,971 ​ ​ 109,397 Income tax expense ​ ​ 26,432 ​ ​ 33,554 ​ ​ 14,910 ​ ​ 21,365 ​ ​ 20,806 Net income ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 ​ $ 88,591 Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share, basic ​ $ 3.10 ​ $ 3.74 ​ $ 2.20 ​ $ 3.04 ​ $ 2.87 Earnings per share, diluted ​ ​ 3.08 ​ ​ 3.72 ​ ​ 2.18 ​ ​ 3.01 ​ ​ 2.85 Dividends paid ​ ​ 1.12 ​ ​ 1.04 ​ ​ 0.94 ​ ​ 0.87 ​ ​ 0.80 Book value per share ​ ​ 34.29 ​ ​ 32.10 ​ ​ 29.04 ​ ​ 28.04 ​ ​ 26.79 Tangible common book value per share (1) ​ ​ 25.28 ​ ​ 22.77 ​ ​ 20.63 ​ ​ 24.33 ​ ​ 23.09 Total shareholders' equity to total assets ​ ​ 13.31% ​ ​ 12.19% ​ ​ 11.41% ​ ​ 11.65% ​ ​ 12.32% Tangible common equity to tangible assets (1) ​ ​ 10.16% ​ ​ 8.96% ​ ​ 8.38% ​ ​ 10.26% ​ ​ 10.80% Weighted average common shares outstanding, basic ​ ​ 38,212,304 ​ ​ 37,937,579 ​ ​ 32,360,005 ​ ​ 30,727,566 ​ ​ 30,857,086 Weighted average common shares outstanding, diluted ​ ​ 38,419,125 ​ ​ 38,111,208 ​ ​ 32,680,932 ​ ​ 31,068,159 ​ ​ 31,075,857 Common shares outstanding ​ ​ 38,054,482 ​ ​ 37,784,851 ​ ​ 37,608,519 ​ ​ 29,958,764 ​ ​ 30,634,291 ​ ​ ​ (1) ​ Tangible book value per share and tangible common equity to tangible assets are non-GAAP financial measures.
All amounts are presented in thousands, except share and per share data, or as otherwise noted. 47 Table of Contents ​ Consolidated Statements of Financial Condition Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Cash and cash equivalents ​ $ 417,058 ​ $ 127,848 ​ $ 190,826 ​ $ 195,505 ​ $ 845,695 Investment securities available-for-sale (at fair value) ​ ​ 528,639 ​ ​ 527,547 ​ ​ 628,829 ​ ​ 706,289 ​ ​ 691,847 Investment securities held-to-maturity ​ ​ 651,732 ​ ​ 533,108 ​ ​ 585,052 ​ ​ 651,527 ​ ​ 609,012 Other securities ​ ​ 80,634 ​ ​ 76,462 ​ ​ 90,477 ​ ​ 89,049 ​ ​ 50,740 Loans (1) ​ ​ 7,433,356 ​ ​ 7,751,143 ​ ​ 7,698,758 ​ ​ 7,220,469 ​ ​ 4,513,383 Allowance for credit losses ​ ​ (87,415) ​ ​ (94,455) ​ ​ (97,947) ​ ​ (89,553) ​ ​ (49,694) Loans, net ​ ​ 7,345,941 ​ ​ 7,656,688 ​ ​ 7,600,811 ​ ​ 7,130,916 ​ ​ 4,463,689 Loans held for sale ​ ​ 25,695 ​ ​ 24,495 ​ ​ 18,854 ​ ​ 22,767 ​ ​ 139,142 Other real estate owned ​ ​ 1,674 ​ ​ 662 ​ ​ 4,088 ​ ​ 3,731 ​ ​ 7,005 Premises and equipment, net ​ ​ 214,554 ​ ​ 196,773 ​ ​ 162,733 ​ ​ 136,111 ​ ​ 96,747 Goodwill and other intangible assets, net ​ ​ 354,380 ​ ​ 364,475 ​ ​ 372,068 ​ ​ 339,019 ​ ​ 127,349 Other assets ​ ​ 263,211 ​ ​ 299,635 ​ ​ 297,326 ​ ​ 298,329 ​ ​ 182,785 Total assets ​ $ 9,883,518 ​ $ 9,807,693 ​ $ 9,951,064 ​ $ 9,573,243 ​ $ 7,214,011 Deposits ​ $ 8,292,634 ​ $ 8,237,893 ​ $ 8,190,391 ​ $ 7,872,626 ​ $ 6,228,173 Long-term debt, net ​ ​ 54,540 ​ ​ 54,511 ​ ​ 54,200 ​ ​ 53,890 ​ ​ 39,478 Other liabilities ​ ​ 151,230 ​ ​ 210,214 ​ ​ 493,666 ​ ​ 554,525 ​ ​ 106,254 Total liabilities ​ ​ 8,498,404 ​ ​ 8,502,618 ​ ​ 8,738,257 ​ ​ 8,481,041 ​ ​ 6,373,905 Total shareholders’ equity ​ ​ 1,385,114 ​ ​ 1,305,075 ​ ​ 1,212,807 ​ ​ 1,092,202 ​ ​ 840,106 Total liabilities and shareholders’ equity ​ $ 9,883,518 ​ $ 9,807,693 ​ $ 9,951,064 ​ $ 9,573,243 ​ $ 7,214,011 ​ ​ ​ (1) ​ ​ ​ Total loans are net of unearned discounts and deferred fees and costs. ​ 48 Table of Contents Consolidated Statements of Operations Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the years ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 Interest income ​ $ 519,774 ​ $ 538,268 ​ $ 495,415 ​ $ 284,688 ​ $ 200,965 Interest expense ​ ​ 171,269 ​ ​ 192,880 ​ ​ 133,464 ​ ​ 17,853 ​ ​ 13,821 Net interest income ​ ​ 348,505 ​ ​ 345,388 ​ ​ 361,951 ​ ​ 266,835 ​ ​ 187,144 Provision expense (release) for credit losses ​ ​ 17,800 ​ ​ 6,755 ​ ​ 8,295 ​ ​ 36,729 ​ ​ (9,293) Net interest income after provision for credit losses ​ ​ 330,705 ​ ​ 338,633 ​ ​ 353,656 ​ ​ 230,106 ​ ​ 196,437 Non-interest income ​ ​ 67,566 ​ ​ 61,231 ​ ​ 63,917 ​ ​ 67,312 ​ ​ 110,364 Non-interest expense ​ ​ 264,642 ​ ​ 254,617 ​ ​ 241,971 ​ ​ 211,234 ​ ​ 191,830 Income before income taxes ​ ​ 133,629 ​ ​ 145,247 ​ ​ 175,602 ​ ​ 86,184 ​ ​ 114,971 Income tax expense ​ ​ 24,055 ​ ​ 26,432 ​ ​ 33,554 ​ ​ 14,910 ​ ​ 21,365 Net income ​ $ 109,574 ​ $ 118,815 ​ $ 142,048 ​ $ 71,274 ​ $ 93,606 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted net income (non-GAAP) (1) ​ $ 117,622 ​ $ 123,863 ​ $ 142,048 ​ $ 99,577 ​ $ 93,606 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share, basic ​ $ 2.86 ​ $ 3.10 ​ $ 3.74 ​ $ 2.20 ​ $ 3.04 Earnings per share, diluted ​ ​ 2.85 ​ ​ 3.08 ​ ​ 3.72 ​ ​ 2.18 ​ ​ 3.01 Adjusted earnings per share - diluted (non-GAAP) (1) ​ ​ 3.06 ​ ​ 3.22 ​ ​ 3.72 ​ ​ 3.05 ​ ​ 3.01 Dividends paid ​ ​ 1.20 ​ ​ 1.12 ​ ​ 1.04 ​ ​ 0.94 ​ ​ 0.87 Book value per share ​ ​ 36.67 ​ ​ 34.29 ​ ​ 32.10 ​ ​ 29.04 ​ ​ 28.04 Tangible common book value per share (2) ​ ​ 27.80 ​ ​ 25.28 ​ ​ 22.77 ​ ​ 20.63 ​ ​ 24.33 Total shareholders’ equity to total assets ​ ​ 14.01% ​ ​ 13.31% ​ ​ 12.19% ​ ​ 11.41% ​ ​ 11.65% Tangible common equity to tangible assets (2) ​ ​ 11.00% ​ ​ 10.16% ​ ​ 8.96% ​ ​ 8.38% ​ ​ 10.26% Weighted average common shares outstanding, basic ​ ​ 37,964,059 ​ ​ 38,212,304 ​ ​ 37,937,579 ​ ​ 32,360,005 ​ ​ 30,727,566 Weighted average common shares outstanding, diluted ​ ​ 38,091,014 ​ ​ 38,419,125 ​ ​ 38,111,208 ​ ​ 32,680,932 ​ ​ 31,068,159 Common shares outstanding ​ ​ 37,772,516 ​ ​ 38,054,482 ​ ​ 37,784,851 ​ ​ 37,608,519 ​ ​ 29,958,764 ​ ​ ​ (1) ​ Represents a non-GAAP financial measure.
Loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection. ​ 58 Table of Contents The following table sets forth the non-performing assets and past due loans as of the dates presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 ​ December 31, 2020 Non-accrual loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-accrual loans, excluding modified loans ​ $ 32,556 ​ $ 14,756 ​ $ 14,034 ​ $ 8,466 ​ $ 12,190 Modified loans on non-accrual (1) ​ ​ 3,438 ​ ​ 13,472 ​ ​ 2,478 ​ ​ 2,366 ​ ​ 8,197 Non-performing loans ​ ​ 35,994 ​ ​ 28,228 ​ ​ 16,512 ​ ​ 10,832 ​ ​ 20,387 OREO ​ ​ 662 ​ ​ 4,088 ​ ​ 3,731 ​ ​ 7,005 ​ ​ 4,730 Other repossessed assets ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 17 Total non-performing assets ​ $ 36,656 ​ $ 32,316 ​ $ 20,243 ​ $ 17,837 ​ $ 25,134 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans 30-89 days past due and still accruing interest ​ $ 23,164 ​ $ 12,232 ​ $ 2,986 ​ $ 1,687 ​ $ 968 Loans 90 days or more past due and still accruing interest ​ ​ 14,940 ​ ​ 591 ​ ​ 95 ​ ​ 420 ​ ​ 162 Non-accrual loans ​ ​ 35,994 ​ ​ 28,228 ​ ​ 16,512 ​ ​ 10,832 ​ ​ 20,387 Total past due and non-accrual loans ​ $ 74,098 ​ $ 41,051 ​ $ 19,593 ​ $ 12,939 ​ $ 21,517 Accruing modified loans (1) ​ $ 15,282 ​ $ 15,148 ​ $ 4,654 ​ $ 7,186 ​ $ 13,945 Allowance for credit losses ​ ​ 94,455 ​ ​ 97,947 ​ ​ 89,553 ​ ​ 49,694 ​ ​ 59,777 Non-performing loans to total loans ​ ​ 0.46% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.24% ​ ​ 0.47% Total 90 days past due and still accruing interest and non-accrual loans to total loans ​ ​ 0.66% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.25% ​ ​ 0.47% Total non-performing assets to total loans and OREO ​ ​ 0.47% ​ ​ 0.42% ​ ​ 0.28% ​ ​ 0.39% ​ ​ 0.58% ACL to non-performing loans ​ ​ 262.42% ​ ​ 346.99% ​ ​ 542.35% ​ ​ 458.77% ​ ​ 293.21% ​ ​ ​ (1) ​ Reflects loan modifications as defined under ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures adopted in the first quarter of 2023.
Loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection. ​ 62 Table of Contents The following table sets forth the non-performing assets and past due loans as of the dates presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 ​ December 31, 2021 Non-performing loans ​ $ 24,912 ​ $ 35,994 ​ $ 28,228 ​ $ 16,512 ​ $ 10,832 OREO ​ ​ 1,674 ​ ​ 662 ​ ​ 4,088 ​ ​ 3,731 ​ ​ 7,005 Total non-performing assets ​ $ 26,586 ​ $ 36,656 ​ $ 32,316 ​ $ 20,243 ​ $ 17,837 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans 30-89 days past due and still accruing interest ​ $ 11,961 ​ $ 23,164 ​ $ 12,232 ​ $ 2,986 ​ $ 1,687 Loans 90 days or more past due and still accruing interest ​ ​ 15,417 ​ ​ 14,940 ​ ​ 591 ​ ​ 95 ​ ​ 420 Non-accrual loans ​ ​ 24,912 ​ ​ 35,994 ​ ​ 28,228 ​ ​ 16,512 ​ ​ 10,832 Total past due and non-accrual loans ​ $ 52,290 ​ $ 74,098 ​ $ 41,051 ​ $ 19,593 ​ $ 12,939 Accruing modified loans (1) ​ $ 43,838 ​ $ 15,282 ​ $ 15,148 ​ $ 4,654 ​ $ 7,186 Allowance for credit losses ​ ​ 87,415 ​ ​ 94,455 ​ ​ 97,947 ​ ​ 89,553 ​ ​ 49,694 Non-performing loans to total loans ​ ​ 0.34% ​ ​ 0.46% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.24% Total 90 days past due and still accruing interest and non-accrual loans to total loans ​ ​ 0.54% ​ ​ 0.66% ​ ​ 0.37% ​ ​ 0.23% ​ ​ 0.25% Total non-performing assets to total loans and OREO ​ ​ 0.36% ​ ​ 0.47% ​ ​ 0.42% ​ ​ 0.28% ​ ​ 0.39% ACL to non-performing loans ​ ​ 350.90% ​ ​ 262.42% ​ ​ 346.99% ​ ​ 542.35% ​ ​ 458.77% ​ ​ ​ (1) ​ Reflects loan modifications as defined under ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures adopted in the first quarter of 2023.
The Company also accesses a variety of other short-term and long-term unsecured funding sources, which includes access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit. ● ​ Our investment securities portfolio has a short average duration and is largely backed by U.S government or government sponsored entities giving us confidence we will not realize material losses.
The Company also accesses a variety of other short-term and long-term unsecured funding sources, which include access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit. ● ​ Our investment securities portfolio has a short average duration and is largely backed by U.S. government agencies or GSEs, which we believe mitigates the risk of material losses.
This includes expense categories such as employee compensation, depreciation, and intangible asset amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and are to be applied on a prospective basis with an option for retrospective application. Early adoption is permitted.
The update requires public business entities to disclose specific components of certain expense categories. This includes expense categories such as employee compensation, depreciation, and intangible asset amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and are to be applied on a prospective basis with an option for retrospective application.
Key sectors included government/non-profit loans of $825.6 million, or 10.7% of total loans, and health care/hospital loans of $584.9 million, or 7.5% of total loans. The commercial and industrial portfolio also includes loans to companies that operate in the transportation industry. The transportation industry, trucking in particular, experienced some economic challenges in 2024.
Key sectors included government/non-profit loans of $994.7 million, or 13.4% of total loans, and health care/hospital loans of $498.9 million, or 6.7% of total loans. The commercial and industrial portfolio also includes loans to companies that operate in the transportation industry. The transportation industry, trucking in particular, has experienced recent economic challenges.
During the year ended December 31, 2024, purchases of non-marketable securities totaled $44.9 million, and proceeds from redemptions and sales of non-marketable securities totaled $57.5 million. During the year ended December 31, 2023, purchases of non-marketable securities totaled $106.2 million, and proceeds from redemptions and sales of non-marketable securities totaled $100.0 million.
During the year ended December 31, 2025, purchases of other securities totaled $51.2 million, and proceeds from redemptions and sales of other securities totaled $51.0 million. During the year ended December 31, 2024, purchases of other securities totaled $44.9 million, and proceeds from redemptions and sales of other securities totaled $57.5 million.
These scenarios are incorporated into the contingency funding plan, which provides the basis for the identification of our liquidity needs and are monitored monthly by our Asset and Liability Committee. ​ The Company’s primary sources of funds include revenue from interest income and noninterest income as well as cash flows from loan repayments, payments from securities related to maturities and amortization, the sale of loans, and funds generated by core deposits, in addition to the use of private debt offerings. ​ On-balance sheet liquidity is represented by our cash and cash equivalents and unencumbered investment securities, and is detailed in the table below as of December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 Cash and due from banks ​ $ 127,848 ​ $ 190,826 Unencumbered investment securities, at fair value ​ ​ 319,949 ​ ​ 338,555 Total ​ $ 447,797 ​ $ 529,381 ​ Total on-balance sheet liquidity decreased $81.6 million at December 31, 2024, compared to December 31, 2023, as a result of strategic balance sheet actions taken in the fourth quarter of 2024.
These scenarios are incorporated into the contingency funding plan, which provides the basis for the identification of our liquidity needs and are monitored monthly by our Asset and Liability Committee. 73 Table of Contents ​ The Company’s primary sources of funds include revenue from interest income and noninterest income as well as cash flows from loan repayments, payments from securities related to maturities and amortization, the sale of loans, and funds generated by deposits, in addition to the use of funds from private debt offerings. ​ On-balance sheet liquidity is represented by our cash and cash equivalents, and unencumbered investment securities, and is detailed in the table below as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 Cash and due from banks ​ $ 417,058 ​ $ 127,848 Unencumbered investment securities, at fair value ​ ​ 466,935 ​ ​ 319,949 Total ​ $ 883,993 ​ $ 447,797 ​ Total on-balance sheet liquidity increased $436.2 million at December 31, 2025, compared to December 31, 2024.
The notes are not subject to redemption at the option of the holder. ​ 63 Table of Contents Other borrowings ​ As of December 31, 2024 and 2023, the Company sold securities under agreements to repurchase totaling $18.9 million and $19.6 million, respectively.
The notes are not subject to redemption at the option of the holder. ​ Other borrowings ​ At December 31, 2025 and December 31, 2024, the Company sold securities under agreements to repurchase totaling $17.4 million and $18.9 million, respectively.
We are focused on providing small and medium-sized businesses with alternative digital access to address borrowing, depository and cash management needs, while also providing information management and access to digital payment tools, under the safety of a regulated bank.
Additionally, we are innovating through 2UniFi with the goal of delivering a comprehensive digital financial ecosystem for our clients. We are focused on providing small- and medium-sized businesses with alternative digital access to address borrowing, depository and cash management needs, while also providing information management and access to digital payment tools, under the safety of a regulated bank.
The other mortgage-backed securities (“MBS”) are comprised of securities backed by FHLMC, FNMA and GNMA securities. ​ Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments.
The residential mortgage pass-through securities portfolio is comprised of both fixed rate and adjustable rate FHLMC, FNMA and GNMA securities. The other MBS are comprised of securities backed by FHLMC, FNMA and GNMA securities. ​ Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments.
Of the time deposits scheduled to mature within 12 months at December 31, 2024, $248.3 million were in denominations of $250 thousand or more, and $574.3 million were in denominations less than $250 thousand. Approximately 78% of our total deposits were FDIC insured at December 31, 2024.
Of the time deposits scheduled to mature within 12 months at December 31, 2025, $301.7 million were in denominations of $250 thousand or more, and $704.5 million were in denominations less than $250 thousand. Approximately 76% of our total deposits were FDIC insured at December 31, 2025.
There have been no identified events or changes in circumstances that may have an adverse effect on the FRB and FHLB stock carried at cost. ​ Convertible preferred stock ​ Non-marketable securities include convertible preferred stock without a readily determinable fair value. During the years ended December 31, 2024 and 2023, the Company purchased $0.4 million of convertible preferred stock.
There have been no identified events or changes in circumstances that may have an adverse effect on the FRB and FHLB stock carried at cost. ​ Convertible preferred stock ​ Other securities include convertible preferred stock without a readily determinable fair value. During the year ended December 31, 2025, there were no purchases of convertible preferred stock.
Loan fundings totaled $1.5 billion during 2024, led by commercial loan fundings of $1.0 billion. Fundings are defined as closed end funded loans and revolving lines of credit advances net of any current period paydowns.
Loan fundings totaled $1.6 billion over the trailing 12 months, led by commercial loan fundings of $1.1 billion. Fundings are defined as closed end funded loans and revolving lines of credit advances, net of any current period paydowns.
For the year ended December 31, 2024, contractual obligations totaled $1.1 billion with $840.9 million estimated to be paid within one year.
For the year ended December 31, 2025, contractual obligations totaled $1.2 billion with $1.0 billion estimated to be paid within one year.
FHLB borrowing capacity totaled $1.7 billion at December 31, 2024. At December 31, 2024, outstanding FHLB borrowings totaled $50.0 million, leaving undrawn borrowing capacity of $1.7 billion. At December 31, 2023, the Company had $340.0 million of outstanding borrowings with the FHLB.
FHLB borrowing capacity totaled $1.5 billion and $1.7 billion at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, there were no outstanding borrowings with the FHLB, leaving undrawn borrowing capacity of $1.5 billion. At December 31, 2024, the Company had $50.0 million of outstanding borrowings with the FHLB, leaving undrawn borrowing capacity of $1.7 billion.

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