Investar Holding ISTR Form 10-Q filing Q1 FY2026

Company Overview

This section presents management’s perspective on the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiary, the Bank. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes thereto included herein, and the audited consolidated financial statements for the year ended December 31, 2025, including the notes thereto, and the related MD&A in the Annual Report. All cross-references to the “Notes” in this Form 10-Q refer to the Notes to Consolidated Financial Statements contained in Part I. Item 1. Financial Statements unless otherwise noted.

The Bank commenced operations in 2006, and we completed our initial public offering in July 2014. On July 1, 2019, the Bank changed from a Louisiana state bank charter to a national bank charter, and its name changed to Investar Bank, National Association. Through the Bank, we provide full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses. Our primary areas of operation are south Louisiana, including Baton Rouge, New Orleans, Lafayette, Lake Charles, and their surrounding areas; Texas, including Houston and its surrounding area, and, as of January 1, 2026, north Dallas and Wichita Falls and their surrounding areas; and Alabama, including York and Oxford and their surrounding areas. At March 31, 2026, we operated 36 full service branches comprised of 20 full service branches in Louisiana, ten full service branches in Texas, and six full service branches in Alabama.

Our strategy focuses on consistent, quality earnings through the optimization of our balance sheet. Our strategy includes originating and renewing high quality, primarily variable-rate, loans and allowing higher risk credit relationships to run off. We have kept duration short on our liabilities to provide flexibility to secure lower cost funding that was accretive to our net interest margin. Our strategy also includes growth through acquisitions, including whole-bank acquisitions, strategic branch acquisitions and asset acquisitions. We have completed eight whole-bank acquisitions since 2011 and regularly review acquisition opportunities. Our most recent whole bank acquisition was completed in January 2026. For additional information, see “Acquisition of WFB” below.

Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas of operation. As a financial holding company operating through one reportable segment, we generate our income principally from interest on loans and, to a lesser extent, our securities investments, as well as from fees charged in connection with our various loan and deposit services. Our principal expenses are interest expense on interest-bearing customer deposits and borrowings, salaries and employee benefits, occupancy costs, data processing and other operating expenses. We measure our performance through our net interest margin, return on average assets, and return on average equity, among other metrics, while seeking to maintain appropriate regulatory leverage and risk-based capital ratios.

Acquisition of WFB

On July 1, 2025, we announced that we had entered into the Agreement and Plan of Merger by and between the Company and WFB, headquartered in Wichita Falls, Texas, which provided for the merger of WFB with and into the Company, with the Company as the surviving corporation, followed by the merger of FNB, WFB’s wholly-owned subsidiary, with and into the Bank, with the Bank as the surviving bank. We completed the acquisition of WFB and FNB on January 1, 2026. All of the issued and outstanding shares of WFB common stock were converted into aggregate merger consideration consisting of $7.2 million in cash and 3,955,272 shares of our common stock for an aggregate transaction value of $112.9 million. This value is based on the Company’s closing stock price on December 31, 2025 of $26.72 per common share. On January 1, 2026, we acquired $1.15 billion in total assets, $950.2 million in net loans and $1.02 billion in total deposits. For additional information, see Note 2. Business Combinations.

Private Placement of Series A Preferred Stock

In connection with the WFB transaction, on July 1, 2025, we completed a private placement of 32,500 shares of our newly designated Series A Preferred Stock with selected institutional and other accredited investors at a price of $1,000 per share, for aggregate gross proceeds of $32.5 million. The net proceeds were $30.4 million, after deducting placement agent fees and other offering-related expenses. The Company utilized the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

Certain Events That Affect Period-over-Period Comparability

Acquisitions. As discussed above, on January 1, 2026, we completed the acquisition of WFB.

Changing Inflation and Interest Rates. During 2025, beginning in September 2025, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%. Accordingly, the prevailing federal funds target rate for the three months ended March 31, 2026 was lower than for the three months ended March 31, 2025.

*Hurricane Ida.***During the first quarter of 2025, we recorded a $3.3 million recovery of loans previously charged off as a result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida, and we also recorded related noninterest expense of $0.2 million.

Private Placement of Series A Preferred Stock. As discussed above, on July 1, 2025, we completed a private placement of our newly designated Series A Preferred Stock.

Overview of Financial Condition and Results of Operations

Total assets increased $1.04 billion, or 36.8%, to $3.88 billion at March 31, 2026, compared to $2.83 billion at December 31, 2025. The acquisition of WFB increased total assets $1.15 billion on January 1, 2026. For the three months ended March 31, 2026, net income available to common shareholders was $11.5 million, or $0.77 per diluted common share, compared to net income available to common shareholders of $6.3 million, or $0.63 per diluted common share, for the three months ended March 31, 2025. At March 31, 2026, the Company and Bank each were in compliance with all regulatory capital requirements, and the Bank was considered “well-capitalized” under the FDIC’s prompt corrective action regulations.

Key components of our performance for the three months ended March 31, 2026 are summarized below.

• Total loans increased $891.8 million, or 41.0%, to $3.07 billion at March 31, 2026, compared to $2.18 billion at December 31, 2025.

• Total deposits increased $882.6 million, or 37.6%, to $3.23 billion at March 31, 2026, compared to $2.35 billion at December 31, 2025. Noninterest-bearing deposits increased $194.1 million, or 43.5%, to $640.1 million at March 31, 2026, compared to $446.0 million at December 31, 2025. As of March 31, 2026, estimated uninsured deposits represented approximately 36% of our total deposits.

• Net interest income for the three months ended March 31, 2026 was $32.7 million, an increase of $14.3 million, or 78.0%, compared to $18.3 million for the three months ended March 31, 2025, which was the result of an $18.8 million increase in interest income partially offset by a $4.5 million decrease in interest expense. We experienced margin expansion as our yield on interest-earning assets increased and our cost of funds decreased for the respective periods.

• During the three months ended March 31, 2026, our net interest margin was 3.59%, compared to 2.87% for the three months ended March 31, 2025.

• For the three months ended March 31, 2026, we recorded a reversal of credit losses of $2.1 million compared to a reversal of credit losses of $3.6 million for the three months ended March 31, 2025.

• Noninterest income increased $1.0 million, or 48.2%, to $3.0 million for the three months ended March 31, 2026, compared to $2.0 million for the three months ended March 31, 2025.

• Noninterest expense increased $6.6 million, or 40.7%, to $22.8 million for the three months ended March 31, 2026, compared to $16.2 million for the three months ended March 31, 2025.

• Nonperforming loans were 0.66% of total loans at March 31, 2026, compared to 0.43% at December 31, 2025.

• Return on average assets increased to 1.25% for the three months ended March 31, 2026, compared to 0.94% for the three months ended March 31, 2025.

• Return on average common equity was 12.12% for the three months ended March 31, 2026, compared to 10.31% for the three months ended March 31, 2025.

• Book value per common share reached a record high of $27.97 at March 31, 2026, compared to $27.63 at December 31, 2025.

• During the three months ended March 31, 2026, we paid $1.5 million to repurchase 53,420 shares of common stock compared to $0.6 million to repurchase 34,992 shares of common stock during the three months ended March 31, 2025.

• Stockholders’ equity increased $113.6 million, or 37.7%, to $414.6 million at March 31, 2026 compared to December 31, 2025.

Discussion and Analysis of Financial Condition

Loans

General. Loans constitute our most significant asset, comprising 79.2% and 76.8% of our total assets at March 31, 2026 and December 31, 2025, respectively. Total loans increased $891.8 million, or 41.0%, to $3.07 billion at March 31, 2026, compared to $2.18 billion at December 31, 2025. The increase in loans was primarily the result of the acquisition of WFB, which increased total loans $961.9 million on January 1, 2026. We are emphasizing the origination of high margin loans that promote long-term profitability and proactively exiting credit relationships that do not fit this strategy. Our variable-rate loans as a percentage of total loans increased to 49% at March 31, 2026 compared to 38% at December 31, 2025. Included in variable-rate loans as of March 31, 2026 are adjustable-rate mortgage loans we acquired in connection with our acquisition of WFB.

The table below sets forth the balance of loans outstanding by loan type as of the dates presented, and the percentage of each loan type to total loans (dollars in thousands).

(1) The Company’s business lending portfolio consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans.

At March 31, 2026, the Company’s business lending portfolio, which consists of loans secured by owner-occupied commercial real estate properties and commercial and industrial loans, was $1.17 billion, an increase of $112.3 million, or 10.6%, compared to $1.06 billion at December 31, 2025. The increase in the business lending portfolio was primarily driven by the acquisition of WFB, partially offset by loan amortization.

Construction and development loans totaled $318.9 million at March 31, 2026, an increase of $170.9 million, or 115.5%, compared to $148.0 million at December 31, 2025. The increase in construction and development loans was primarily due to the acquisition of WFB.

1-4 Family loans totaled $920.5 million at March 31, 2026, an increase of $544.2 million, or 144.7%, compared to $376.2 million at December 31, 2025. The increase in 1-4 family loans was primarily due to the acquisition of WFB. Substantially all of the 1-4 family loans acquired from WFB were consumer mortgage loans with an adjustable rate.

During the third quarter of 2023, we exited the consumer mortgage loan origination business to transition into shorter duration, higher risk-adjusted return asset classes in an effort to focus more on our core business and optimize profitability. Our strategy is to allow the consumer mortgage portfolio to amortize and remix the loan portfolio by replacing consumer mortgage loans with owner-occupied commercial real estate loans and commercial and industrial loans. We will continue our strategy to allow the consumer mortgage portfolio to amortize, including those loans acquired through our acquisition of WFB.

The consumer mortgage portfolio was approximately $879.8 million and $224.5 million at March 31, 2026 and December 31, 2025, respectively. The increase was due to the acquisition of WFB. Our consumer mortgage portfolio is included in the 1-4 family and construction and development categories. At March 31, 2026, the remaining loans in the construction and development category consisted primarily of commercial properties, and the remaining loans in the 1-4 family category consisted primarily of second mortgages, home equity loans, home equity lines of credit, and business purpose loans secured by 1-4 family residential real estate.

Nonowner-occupied loans totaled $504.8 million at March 31, 2026, an increase of $52.6 million, or 11.6%, compared to $452.1 million at December 31, 2025. The increase in nonowner-occupied loans was primarily due to the acquisition of WFB, partially offset by loan amortization and payoffs that aligned with our continued strategy to optimize and de-risk the mix of the portfolio.

Loan Concentrations. Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At March 31, 2026 and December 31, 2025, we had no concentrations of loans exceeding 10% of total loans other than loans in the categories listed in the table above.

The table below sets forth the balance of owner-occupied loans by industry based on NAICS code and nonowner-occupied loans by property type as of the dates presented (dollars in thousands).

(1) No individual category within “All other” represents more than 4% of total owner-occupied loans.

The following table reflects contractual loan maturities of loans in our loan portfolio and the amount of such loans with fixed and variable interest rates in each maturity range at March 31, 2026 (dollars in thousands). Adjustable-rate mortgage loans that we acquired in connection with our acquisition of WFB are reflected in the “Loans with variable rates” portion of the table; however, the rate of these loans is generally fixed for an initial period depending on the loan terms.

Investment Securities

We purchase investment securities primarily to provide a source for meeting liquidity needs, with return on investment a secondary consideration. We also use investment securities as collateral for certain deposits and other types of borrowings. Investment securities represented 12% of our total assets and totaled $460.6 million at March 31, 2026, an increase of $41.8 million, or 10.0%, from $418.8 million at December 31, 2025. The increase in investment securities at March 31, 2026 compared to December 31, 2025 was driven primarily by a $17.7 million increase in obligations of the U.S. Treasury and U.S. government agencies and corporations, a $13.7 million increase in residential mortgage-backed securities and a $9.3 million increase in commercial mortgage-backed securities. Due in large part to higher interest rates and market volatility, net unrealized losses in our AFS investment securities portfolio totaled $47.2 million at March 31, 2026, compared to $45.4 million at December 31, 2025. For additional information, see Note 4. Investment Securities.

Shortly after the acquisition of WFB, substantially all of the securities from the acquired portfolio were sold at carrying value, resulting in net proceeds of approximately $50.5 million.

The table below shows the carrying value of our investment securities portfolio by investment type and the percentage that such investment type comprises of our entire portfolio as of the dates indicated (dollars in thousands).

The investment portfolio consists of AFS and HTM securities. We do not hold any investments classified as trading. We classify debt securities as HTM if management has the positive intent and ability to hold the securities to maturity. HTM debt securities are stated at amortized cost. Securities not classified as HTM are classified as AFS and are stated at fair value. As of March 31, 2026, AFS securities comprised 90% of our total investment securities.

Due to the nature of the investments, current market prices, and the current interest rate environment, we determined that the declines in the fair values of the AFS and HTM securities portfolio were not attributable to credit losses at March 31, 2026 and December 31, 2025. Accordingly, no ACL was recorded related to our investment securities. The carrying values of our AFS securities are adjusted for unrealized gains or losses not attributable to credit losses as valuation allowances, and any gains or losses are reported on an after-tax basis as a component of other comprehensive income (loss).

The table below sets forth the stated maturities and weighted average yields of our investment debt securities based on the amortized cost of our investment portfolio at March 31, 2026 (dollars in thousands).

The maturity of mortgage-backed securities reflects scheduled repayments based upon the contractual maturities of the securities. Weighted average yields on tax-exempt securities are calculated based on amortized cost on a fully tax equivalent basis assuming a federal tax rate of 21%, when applicable.

Deposits

The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at March 31, 2026 and December 31, 2025 (dollars in thousands).

Total deposits were $3.23 billion at March 31, 2026, an increase of $882.6 million, or 37.6%, compared to $2.35 billion at December 31, 2025. The increase in deposits was primarily the result of the acquisition of WFB, which increased total deposits $1.02 billion on January 1, 2026, consisting of $187.9 million and $835.5 million of noninterest-bearing deposits and interest-bearing deposits, respectively.

The increase in noninterest-bearing demand deposits, interest-bearing demand deposits, and money market deposits at March 31, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB and organic growth. The increase in time deposits at March 31, 2026 compared to December 31, 2025 was primarily the result of the acquisition of WFB, partially offset by the run-off of higher yielding time deposits. Brokered time deposits decreased to $101.2 million at March 31, 2026 from $204.1 million at December 31, 2025. We utilize brokered time deposits, entirely in denominations of less than $250,000, to secure fixed cost funding and reduce short-term borrowings. At March 31, 2026, the balance of brokered time deposits remained below 10% of total assets, and the remaining weighted average duration was approximately five months with a weighted average rate of 3.94%.

At March 31, 2026, our estimated uninsured deposits were $1.16 billion, or approximately 36% of total deposits, compared to $793.2 million, or approximately 34% of our total deposits at December 31, 2025. The estimates are based on the same methodologies and assumptions used for our regulatory reporting requirements. The insured deposit data does not reflect an evaluation of all of the account ownership category distinctions that would determine the availability of deposit insurance to individual accounts based on FDIC regulations.

The following table shows scheduled maturities of time deposits in excess of the FDIC insurance limit of $250,000 at March 31, 2026 and December 31, 2025 (dollars in thousands).

Borrowings

At March 31, 2026, total borrowings included securities sold under agreements to repurchase, FHLB advances, subordinated debt issued in 2022, and junior subordinated debentures assumed through acquisitions.

We had $18.4 million of securities sold under agreements to repurchase at March 31, 2026 and $11.2 million at December 31, 2025.

Our advances from the FHLB were $136.0 million at March 31, 2026, an increase of $20.0 million compared to FHLB advances of $116.0 million at December 31, 2025. Based on original maturities, at March 31, 2026, $36.0 million were short-term and $100.0 million were long-term FHLB advances, compared to $36.0 million short-term and $80.0 million long-term FHLB advances at December 31, 2025. FHLB advances are used to fund new loan and investment activity that is not funded by deposits or other borrowings.

The main source of our short-term borrowings are advances from the FHLB. The rate charged for advances from the FHLB is directly tied to the Federal Reserve’s federal funds target rate. As of March 31, 2026, the federal funds target rate was 3.50% to 3.75%.

The average balances and cost of short-term borrowings for the three months ended March 31, 2026 and 2025 are summarized in the table below (dollars in thousands).

The following table sets forth certain information regarding securities sold under agreements to repurchase for the three months ended March 31, 2026 and 2025 (dollars in thousands).

The carrying value of the subordinated debt, which consists entirely of our 2032 Notes, was $16.7 million at March 31, 2026 and December 31, 2025. The $23.0 million and $8.8 million in junior subordinated debt at March 31, 2026 and December 31, 2025, respectively, represented the junior subordinated debentures that we assumed through acquisitions. The increase in junior subordinated debt was due to the acquisition of WFB and consisted of $9.2 million of unsecured debt obligations due to trusts and a $5.0 million loan, which matures in October 2029, related to our Southlake corporate office. On January 1, 2026, we assumed WFB’s obligations on an unsecured basis with respect to a $10.0 million note to TIB, N.A. We repaid the note in full in January 2026.

For a description of the 2032 Notes, see our Annual Report, Part II. Item 7. “MD&A – Discussion and Analysis of Financial Condition – Borrowings – 2032 Notes” and Note 10 to the financial statements included in such report.

Stockholders’ Equity

Stockholders’ equity was $414.6 million at March 31, 2026, an increase of $113.6 million compared to December 31, 2025. The increase was primarily attributable to the acquisition of WFB, $12.0 million of net income for the three months ended March 31, 2026, partially offset by $1.5 million for share repurchases, a $1.4 million increase in accumulated other comprehensive loss due to a decrease in the fair value of the Bank’s AFS securities portfolio, $1.5 million in dividends declared on common stock, and $0.5 million in dividends declared on the Series A Preferred Stock.

Results of Operations

Performance Summary

Net Interest Income and Net Interest Margin

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of nonperforming loans, the amount of noninterest-bearing liabilities supporting earning assets, and the interest rate environment. Net interest margin is the ratio of net interest income to average interest-earning assets.

The primary factors affecting net interest margin are changes in interest rates, competition, and the shape of the interest rate yield curve. The Federal Reserve Board sets various benchmark rates, including the federal funds target rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. During 2025, beginning in September, the Federal Reserve reduced the federal funds target rate three times by 75 basis points on a cumulative basis to 3.50% to 3.75%, where it remained as of May 8, 2026. Accordingly, the prevailing federal funds target rate during the three months ended March 31, 2026 was lower than during the three months ended March 31, 2025. For additional discussion, see Certain Events That Affect Period-over-Period Comparability – Changing Inflation and Interest Rates.

Three months ended March 31, 2026 vs. three months ended March 31, 2025. Net interest income increased 78.0% to $32.7 million for the three months ended March 31, 2026 compared to $18.3 million for the same period in 2025. The increase was primarily due to a higher average balance of, and an increase in the yield on, the loan portfolio, partially offset by an increase in the average balance of interest-bearing demand deposits and time deposits. Average loans increased by $987.0 million for the three months ended March 31, 2026 primarily due to the acquisition of WFB, which, in addition to higher loan yields, resulted in a $17.4 million increase in interest income on loans compared to the same period in 2025. Average brokered time deposits were $152.3 million for the three months ended March 31, 2026 compared to $252.3 million during the three months ended March 31, 2025, which along with lower rates paid, resulted in a $1.5 million decrease in interest expense compared to the three months ended March 31, 2025. Average interest-bearing demand deposits increased by $517.9 million, which, combined with an increase in rates, resulted in a $3.6 million increase in interest expense in the first quarter of 2026 compared to the same period in 2025. A higher average balance of time deposits partially offset by a decrease in rates paid on time deposits resulted in a $2.1 million increase in interest expense compared to the same period in 2025. Average noninterest-bearing deposits increased by $203.6 million. Our yield on interest-earning assets increased primarily due to an increase in the average balance of, and the yield on, the loan portfolio. Rates paid on interest-bearing liabilities decreased primarily as a result of the overall decrease in prevailing interest rates.

Interest income was $53.2 million for the three months ended March 31, 2026, compared to $34.4 million for the same period in 2025. Loan interest income made up substantially all of our interest income for the three months ended March 31, 2026 and 2025, although interest on investment securities contributed 7.7% of interest income during the first quarter of 2026 compared to 9.7% during the first quarter of 2025. The overall yield on interest-earning assets was 5.86% and 5.39% for the three months ended March 31, 2026 and 2025, respectively. The loan portfolio yielded 6.28% and 5.88% for the three months ended March 31, 2026 and 2025, respectively, while the yield on the investment portfolio was 3.44% for the three months ended March 31, 2026 compared to 3.10% for the three months ended March 31, 2025. The overall yield on interest-earning assets increased 47 basis points for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 and was primarily driven by a 40 basis point increase in the yield on the loan portfolio and a 34 basis point increase in the yield on the investment securities portfolio.

Interest expense was $20.5 million for the three months ended March 31, 2026, an increase of $4.5 million compared to interest expense of $16.1 million for the three months ended March 31, 2025. An increase in interest expense of $5.3 million resulted from an increase in the volume of interest-bearing liabilities, primarily interest-bearing deposits and time deposits. A decrease of $0.8 million resulted from the decrease in the cost of interest-bearing liabilities, primarily time deposits and brokered time deposits. Average interest-bearing liabilities increased by $812.8 million for the three months ended March 31, 2026 compared to the same period in 2025, while average interest-bearing deposits increased by $774.9 million, primarily due to an increase in average interest-bearing demand deposits and average time deposits. We increased rates on our interest-bearing demand deposits during the first quarter of 2026 compared to the first quarter of 2025 to attract and retain lower cost deposits relative to higher cost short-term borrowings and brokered time deposits, and the interest-bearing demand deposits acquired from WFB had a higher rate than legacy interest-bearing demand deposits. Average time deposits increased due to the acquisition of WFB; however, we reduced rates on our time deposits during the first quarter of 2026 compared to the first quarter of 2025 due to lower prevailing market interest rates. The cost of deposits decreased 30 basis points to 2.85% for the three months ended March 31, 2026 compared to 3.15% for the three months ended March 31, 2025 primarily as a result of a lower average balance of, and a decrease in rates paid on, brokered time deposits and a decrease in rates paid on time deposits, partially offset by a higher average balance of time deposits and a higher average balance of, and an increase in the rates paid on, interest-bearing demand deposits. The cost of interest-bearing liabilities decreased 28 basis points to 2.94% for the three months ended March 31, 2026 compared to 3.22% for the same period in 2025.

Net interest margin was 3.59% for the three months ended March 31, 2026, an increase of 72 basis points from 2.87% for the three months ended March 31, 2025. The increase in net interest margin was primarily driven by a 47 basis point increase in the yield on interest-earning assets and a 28 basis point decrease in the cost of interest-bearing liabilities.

Average Balances and Yields. The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each such category for the three months ended March 31, 2026 and 2025. Averages presented in the table below are daily averages (dollars in thousands).

(1) Interest income and net interest margin are expressed as a percentage of average interest-earning assets outstanding for the indicated periods and are not presented on a tax equivalent basis. Interest expense is expressed as a percentage of average interest-bearing liabilities for the indicated periods.

(2) For additional information, see Discussion and Analysis of Financial Condition – Borrowings.

Three months ended March 31, 2026 vs. · Three months ended March 31, 2025

(1) Changes in interest due to both volume and rate have been allocated entirely to rate.

Noninterest Income

We expect to continue to develop new products that generate noninterest income, and enhance our existing products, in order to diversify our revenue sources.

The following table illustrates the primary components of noninterest income for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (dollars in thousands).

Three months ended March 31, 2026 vs. three months ended March 31, 2025. Total noninterest income increased $1.0 million, or 48.2%, to $3.0 million for the three months ended March 31, 2026 compared to $2.0 million for the three months ended March 31, 2025. The increase in noninterest income was primarily attributable to a $0.2 million increase in interchange fees, a $0.2 million increase in income from BOLI, a $0.2 million increase in service charges on deposit accounts, a $0.2 million increase in change in fair value of equity securities, and a $0.3 million increase in other operating income, partially offset by a $0.1 million increase in loss on sale of other real estate owned. The increase in other operating income was primarily attributable to a $0.1 million increase in distributions from other investments and a $0.1 million increase in wealth management income.

Noninterest Expense

Noninterest expense includes salaries and employee benefits and other costs associated with the conduct of our operations. Our goal is to manage our costs within the framework of our operating strategy of generating consistent, quality earnings.

The following table illustrates the primary components of noninterest expense for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (dollars in thousands).

Three months ended March 31, 2026 vs. three months ended March 31, 2025. Total noninterest expense was $22.8 million for the three months ended March 31, 2026, an increase of $6.6 million, or 40.7%, compared to the same period in 2025. The increase was primarily driven by a $3.3 million increase in salaries and employee benefits, a $1.6 million increase in acquisition expense, a $0.6 million increase in depreciation and amortization, a $0.3 million increase in occupancy, a $0.3 million increase in data processing and a $0.2 million increase in other operating expense. The increases were primarily related to the acquisition of WFB on January 1, 2026. The increase in other operating expense was primarily attributable to a $0.2 million increase in FDIC assessments.

Income Tax Expense

Income tax expense for the three months ended March 31, 2026 and 2025 was $2.9 million and $1.4 million, respectively. The effective tax rate for the three months ended March 31, 2026 and 2025 was 19.4% and 18.4%, respectively.

For the three months ended March 31, 2026 and 2025, the effective tax rate differed from the statutory tax rate of 21% primarily due to tax-exempt interest income earned on certain loans and investment securities and income from BOLI.

Risk Management

The primary risks associated with our operations are credit, interest rate and liquidity risk. Changing inflation also presents risk. Credit, inflation and interest rate risk are discussed immediately below, while liquidity risk is discussed in this section under the heading Liquidity and Capital Resources further below.

Credit Risk and the Allowance for Credit Losses

General. The risk of loss should a borrower default on a loan is inherent in any lending activity. Our portfolio and related credit risk are monitored and managed on an ongoing basis by our risk management department, the Board’s loan committee and the full Board. We utilize a ten point risk-rating system, which assigns a risk grade to each borrower based on a number of quantitative and qualitative factors associated with a loan transaction. The risk grade categorizes the loan into one of five risk categories based on information about the ability of borrowers to service the debt. The information includes, among other factors, current financial information about the borrower, historical payment experience, credit documentation, public information and current economic trends. These categories assist management in monitoring our credit quality. The risk categories, which are consistent with the definitions used in guidance promulgated by federal banking regulators, are as follows.

• • Pass (grades 1-6) – Loans not falling into one of the categories below are considered Pass. These loans have high credit characteristics and financial strength. The borrowers at least generate profits and cash flow that are in line with peer and industry standards and have debt service coverage ratios above loan covenants and our policy guidelines. For some of these loans, a guaranty from a financially capable party mitigates characteristics of the borrower that might otherwise result in a lower grade.

• • Special Mention (grade 7) – Loans classified as Special Mention possess some credit deficiencies that need to be corrected to avoid a greater risk of default in the future. For example, financial ratios relating to the borrower may have deteriorated. Often, a special mention categorization is temporary while certain factors are analyzed or matters addressed before the loan is re-categorized as either Pass or Substandard.

• • Substandard (grade 8) – Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or the liquidation value of any collateral. If deficiencies are not addressed, it is likely that this category of loan will result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or general economic conditions, the borrower’s loan is often categorized as substandard.

• • Doubtful (grade 9) – Doubtful loans are Substandard loans with one or more additional negative factors that makes full collection of amounts outstanding, either through repayment or liquidation of collateral, highly questionable and improbable.

• • Loss (grade 10) – Loans classified as Loss have deteriorated to such a point that it is not practicable to defer writing off the loan. For these loans, all efforts to remediate the loan’s negative characteristics have failed and the value of the collateral, if any, has severely deteriorated relative to the amount outstanding. Although some value may be recovered on such a loan, it is not significant in relation to the amount borrowed.

At March 31, 2026 and December 31, 2025, there were no loans classified as Loss, while there were $24,000 and no loans, respectively, classified as Doubtful, $43.0 million and $38.1 million, respectively, of loans classified as Substandard, and $9.2 million and $9.7 million, respectively, of loans classified as Special Mention.

An independent loan review is conducted annually, whether internally or externally, on at least 40% of commercial loans utilizing a risk-based approach designed to maximize the effectiveness of the review. Internal loan review is independent of the loan underwriting and approval process. In addition, credit analysts periodically review certain commercial loans to identify negative financial trends related to any one borrower, any related groups of borrowers or an industry. All loans not categorized as pass are put on an internal watch list, with quarterly reports to the Board. In addition, a written status report is maintained by our special assets division for all commercial loans categorized as Substandard or worse. We use this information in connection with our collection efforts.

If our collection efforts are unsuccessful, collateral securing loans may be repossessed and sold or, for loans secured by real estate, foreclosure proceedings initiated. The collateral is sold at public auction for fair market value (based upon recent appraisals), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is charged-off.

Allowance for Credit Losses. We account for the ACL in accordance with ASC 326, which uses the CECL accounting methodology. The CECL methodology requires that lifetime expected credit losses be recorded at the time the financial asset is originated or acquired and be adjusted each period through a provision for credit losses for changes in the expected lifetime credit losses. The ACL was $36.0 million and $26.3 million at March 31, 2026 and December 31, 2025, respectively. On January 1, 2026, we recorded an $11.7 million ACL due to the acquisition of WFB.

We maintain a separate ACL on unfunded loan commitments, which is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets. The ACL is generally increased by the provision for credit losses and decreased by charge-offs, net of recoveries.

The reversal of credit losses for the three months ended March 31, 2026 was primarily due to a decrease in total loans during the quarter, changes in the economic forecast and the completion of our CECL allowance model recalibration. The reversal of credit losses for the three months ended March 31, 2025 was primarily due to net recoveries on one loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

Periodically, we complete a CECL allowance model recalibration. This process, which was completed in the first quarter of 2026, includes peer group analysis, updates to our probability of default and loss-given default models, including prepayment and curtailment assumptions, and qualitative factor scorecard ranges, as needed. The changes resulting from the model recalibration reduced the ACL by approximately $3.0 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively.

Refer to Note 1. Summary of Significant Accounting Policies – Allowance for Credit Losses in our Annual Report for further discussion of our ACL accounting policy.

The following table presents the allocation of the ACL by loan category and the percentage of loans in each loan category to total loans as of the dates indicated (dollars in thousands).

The following table presents the amount of the ACL allocated to each loan category as a percentage of total loans as of the dates indicated.

As discussed above, the balance in the ACL is principally influenced by the provision for (reversal of) credit losses on loans and net loan loss experience. Additions to the ACL are charged to the provision for credit losses on loans. Losses are charged to the ACL as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time the recovery is collected.

The table below reflects the activity in the ACL and key ratios for the periods indicated (dollars in thousands).

(1) For the three months ended March 31, 2026, the $2.1 million reversal of credit losses on the consolidated statement of income includes a $1.8 million reversal of credit losses on loans and a $0.3 million reversal of credit losses on unfunded loan commitments. For the three months ended March 31, 2025, the $3.6 million reversal of credit losses on the consolidated statement of income includes a $3.7 million reversal of credit losses on loans and a $0.1 million provision for credit losses on unfunded loan commitments.

The ACL to total loans decreased to 1.17% at March 31, 2026 compared to 1.25% at March 31, 2025, and the ACL to nonaccrual loans ratio decreased to 177.0% at March 31, 2026 compared to 473.3% at March 31, 2025. The decrease in the ACL to total loans compared to March 31, 2025 was primarily due to the completion of our CECL allowance model recalibration and changes in the economic forecast. The decrease in ACL to nonaccrual loans compared to March 31, 2025 was primarily due to an increase in nonaccrual loans. Nonaccrual loans were $20.3 million, or 0.66% of total loans, at March 31, 2026, an increase of $14.7 million compared to $5.6 million, or 0.27% of total loans, at March 31, 2025. The increase in nonaccrual loans was primarily attributable to one primarily owner-occupied commercial real estate relationship totaling $6.6 million and nonperforming loans acquired from WFB totaling $3.2 million.

The following table presents the allocation of net (charge-offs) recoveries by loan category for the periods indicated (dollars in thousands).

Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for credit losses on loans. Net charge-offs include recoveries of amounts previously charged off. For the three months ended March 31, 2026, net charge-offs were $0.3 million, or 0.01%, of the average loan balance for the period. Net charge-offs during the three months ended March 31, 2026 were primarily attributable to commercial and industrial loans. Net recoveries for the three months ended March 31, 2025 were $3.4 million, or 0.16%, of the average loan balance for the period. Net recoveries during the three months ended March 31, 2025 were primarily the result of a property insurance settlement related to a loan relationship that became impaired in the third quarter of 2021 as a result of Hurricane Ida.

Management believes the ACL at March 31, 2026 is sufficient to provide adequate protection against losses in our portfolio. However, there can be no assurance that this allowance will prove to be adequate over time to cover ultimate losses in connection with our loans. This ACL may prove to be inadequate due to many factors, including those set forth in Part I. Item 1A. “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report. These factors could cause deterioration in credit quality that could lead us to increase our ACL in future periods. Our results of operations and financial condition could be materially adversely affected to the extent that the ACL is insufficient to cover such changes or events.

Nonperforming Assets. Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due and accruing. Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be impaired or when principal and interest is delinquent for 90 days or more. Additionally, management may elect to continue the accrual when the estimated net available value of collateral is sufficient to cover the principal balance and accrued interest. It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period of repayment performance by the borrower. Nonperforming loans were $20.4 million, or 0.66% of total loans, at March 31, 2026, an increase of $11.1 million compared to $9.3 million, or 0.43% of total loans, at December 31, 2025. The increase in nonperforming loans compared to December 31, 2025 was primarily attributable to one primarily owner-occupied commercial real estate relationship totaling $6.6 million and nonperforming loans acquired from WFB totaling $3.2 million.

Loan Modifications to Borrowers Experiencing Financial Difficulty. Occasionally, we modify loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, excluding covenant waivers and modification of contingent acceleration clauses, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the three months ended March 31, 2026 and 2025*,* we did not provide any modifications under these circumstances to borrowers experiencing financial difficulty.

Other Real Estate Owned. Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in lieu of foreclosure and real property no longer used in the Bank’s business operations. Real estate acquired through foreclosure is initially recorded at fair value at the time of foreclosure, less estimated selling cost, and any related write-down is charged to the ACL. Real property no longer used in the Bank’s business operations is recorded at the lower of its net book value or fair value at the date of transfer to other real estate owned.

For the three months ended March 31, 2026, additions to other real estate owned were $0.8 million, which were driven by transfers of 1-4 family loans to other real estate owned. Other real estate owned with a cost basis of $0.7 million was sold during the three months ended March 31, 2026 resulting in a loss of $0.1 million. No other real estate owned was sold during the three months ended March 31, 2025.

At March 31, 2026, approximately $4.5 million of loans secured by 1-4 family residential property were in the process of foreclosure.

The table below provides details of our other real estate owned as of the dates indicated (dollars in thousands).

Changes in our other real estate owned are summarized in the table below for the periods indicated (dollars in thousands).

Swap Contracts. The Company enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges, and changes in fair value are recognized through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings. The Company did not recognize any net impact in other income resulting from fair value adjustments during the three months ended March 31, 2026 and 2025. At March 31, 2026 and December 31, 2025, we had notional amounts of $162.8 million and $180.8 million, respectively, in interest rate swap contracts with customers and $162.8 million and $180.8 million, respectively, in offsetting interest rate swap contracts with other financial institutions. At March 31, 2026 and December 31, 2025, the fair value of the swap contracts consisted of gross assets of $11.4 million and $11.7 million, respectively, and gross liabilities of $11.4 million and $11.7 million, respectively, recorded in “Other assets” and “Accrued taxes and other liabilities,” respectively, in the accompanying consolidated balance sheets. For additional information, see Note 8. Derivative Financial Instruments.

Impact of Inflation. The inflationary outlook in the U.S. remains uncertain. Inflation has moderated in recent periods; however, it has remained higher than the Federal Reserve’s target inflation rate of two percent. A decrease in the general level of interest rates may lead to, among other things, prepayments on our loan and mortgage-backed securities portfolios as borrowers refinance their loans at lower rates, lower rates on new loans, lower rates on existing variable rate loans and lower yields on investment securities, which may be offset by lower costs of interest-bearing liabilities. If interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Significant fluctuations in interest rates makes our business and balance sheet more challenging to manage. For additional information, see Interest Rate Risk below, and Item 1A. “Risk Factors – Risks Related to our Business – Changes in interest rates could have an adverse effect on our profitability” and “– Inflation and rising prices may continue to adversely affect our results of operations and financial condition” in our Annual Report.

Interest Rate Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Since the majority of our assets and liabilities are monetary in nature, our market risk arises primarily from interest rate risk inherent in our lending and deposit activities. A sudden and substantial change in interest rates may adversely impact our earnings and profitability because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. Accordingly, our ability to proactively structure the volume and mix of our assets and liabilities to address anticipated changes in interest rates, as well as to react quickly to such fluctuations, can significantly impact our financial results. To that end, management actively monitors and manages our interest rate risk exposure.

The ALCO has been authorized by the Board to implement our asset/liability management policy, which establishes guidelines with respect to our exposure to interest rate fluctuations, liquidity, loan limits as a percentage of funding sources, exposure to correspondent banks and brokers and reliance on non-core deposits. The goal of the policy is to enable us to maximize our interest income and maintain our net interest margin without exposing the Bank to excessive interest rate risk, credit risk and liquidity risk. Within that framework, the ALCO monitors our interest rate sensitivity and makes decisions relating to our asset/liability composition.

Net interest income simulation is the Bank’s primary tool for benchmarking near term earnings exposure. Given the ALCO’s objective to understand the potential risk and volatility embedded within the current mix of assets and liabilities, standard rate scenario simulations assume total assets remain static (i.e., no growth). The Bank may also use a standard gap report in its interest rate risk management process. The primary use for the gap report is to provide supporting detailed information to the ALCO’s discussion.

The Bank has particular concerns with the utility of the gap report as a risk management tool because of difficulties in relating gap directly to changes in net interest income. Hence, the income simulation is the key indicator for earnings-at-risk since it expressly measures what the gap report attempts to estimate.

Short term interest rate risk management tactics are decided by the ALCO where risk exposures exist out into the one to two-year horizon. Tactics are formulated and presented to the ALCO for discussion, modification, and/or approval. Such tactics may include asset and liability acquisitions of appropriate maturities in the cash market, loan and deposit product/pricing strategy modification, and derivatives hedging activities to the extent such activity is authorized by the Board.

Since the impact of rate changes due to mismatched balance sheet positions in the short-term can quickly and materially affect the current year’s income statement, they require constant monitoring and management.

Within the gap position that management directs, we attempt to structure our assets and liabilities to minimize the risk of either a rising or falling interest rate environment. We manage our gap position for time horizons of one month, two months, three months, four to six months, seven to twelve months, 13-24 months, 25-36 months, 37-60 months and more than 60 months. The goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point environment at less than (5)%. At March 31, 2026, the Bank was within the policy guidelines for asset/liability management.

The table below depicts the estimated impact on net interest income of immediate changes in interest rates at the specified levels.

As of March 31, 2026

(1) The percentage change in this column represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.

The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits. However, there are a number of factors that influence the effect of interest rate fluctuations on us that are difficult to measure and predict. For example, a rapid drop in interest rates might cause our loans to be repaid at a more rapid pace and certain mortgage-related investments to prepay more quickly than projected. This could mitigate some of the benefits of falling rates as are expected when we are in a negatively-gapped position. Conversely, a rapid rise in rates could give us an opportunity to increase our margins and stifle the rate of repayment on our mortgage-related loans, which would increase our returns; however, we may need to increase the rates we offer to maintain or increase deposits, which would adversely impact our margins. As a result, because these assumptions are inherently uncertain, actual results will differ from simulated results.

Liquidity and Capital Resources

Liquidity. Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost-effective way. Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturities of loans, payments and maturities of investment securities and other investments and other cash flows provided from operations. Uses of funds include deposits, debt service, lease commitments, unfunded commitments, and dividends. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and the competitive environment in which we operate. To minimize funding risks, we closely monitor our liquidity position through periodic reviews of maturity profiles, yield and rate behaviors, and loan and deposit forecasts. Excess short-term liquidity is usually invested in overnight federal funds sold.

Our core deposits, which are deposits excluding brokered demand deposits, brokered time deposits, and time deposits greater than $250,000 are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term relationships generally established with our customers. Maintaining the ability to acquire these funds as needed in a variety of markets, and within ALCO compliance targets, is essential to ensuring our liquidity. At March 31, 2026 and December 31, 2025, 66% and 68%, respectively, of our total assets were funded by core deposits.

Our investment portfolio is another alternative for meeting our cash flow requirements. Investment securities generate cash flow through interest payments, principal payments and maturities, and they generally have readily available markets that allow for their conversion to cash. At March 31, 2026, 90% of our investment securities portfolio was classified as AFS, and we had gross unrealized losses in our AFS investment securities portfolio of $47.9 million and gross unrealized gains of $0.7 million. The sale of securities in a loss position would cause us to record a loss on sale of investment securities in noninterest income in the period during which the securities were sold. Some securities are pledged to secure certain deposit types or short-term borrowings, such as FHLB advances, which impacts their liquidity. At March 31, 2026, securities with a carrying value of $134.8 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $75.6 million in pledged securities at December 31, 2025.

Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other borrowings. FHLB advances may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably to the rates that we would be required to pay to attract deposits. At March 31, 2026, the balance of our outstanding advances with the FHLB was $136.0 million, consisting of $36.0 million short-term and $100.0 million long-term advances based on original maturities, an increase of $20.0 million, compared to $116.0 million, consisting of $36.0 million short-term and $80.0 million long-term advances based on original maturities, at December 31, 2025. The total amount of remaining credit available to us from the FHLB at March 31, 2026 was $619.6 million. At March 31, 2026, our FHLB borrowings were collateralized by a blanket pledge of certain loans totaling approximately $927.6 million.

Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those securities at an agreed upon price and date. Our policies limit the use of repurchase agreements to those collateralized by investment securities. We had $18.4 million of repurchase agreements outstanding at March 31, 2026 and $11.2 million at December 31, 2025.

We maintain unsecured lines of credit with First National Bankers Bank and The Independent Bankers Bank totaling $60.0 million. These lines of credit are federal funds lines of credit and are used for overnight borrowing only. The lines of credit mature at various times within the next year. There were no outstanding balances on our unsecured lines of credit at March 31, 2026 and December 31, 2025.

At March 31, 2026, we held $79.6 million of cash and cash equivalents and maintained approximately $619.6 million of available funding from FHLB advances and maintained $60.0 million in unsecured lines of credit with correspondent banks. Cash and cash equivalents and available funding represent 65% of uninsured deposits of $1.16 billion at March 31, 2026.

We maintain an effective shelf registration statement with the SEC, which can be utilized to meet liquidity needs. The shelf registration statement allows us to raise capital of up to $150 million from time to time through the sale of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights and units, or a combination thereof, subject to market conditions.

In addition, at March 31, 2026 and December 31, 2025, we had $17.0 million in aggregate principal amount of subordinated debt outstanding, consisting entirely of our 2032 Notes. For additional information on our 2032 Notes, see our Annual Report, Part II. Item 7. “MD&A – Discussion and Analysis of Financial Condition – Borrowings” and Note 10 to the financial statements included in such report.

Our liquidity strategy is focused on using the least costly funds available to us in the context of our balance sheet composition and interest rate risk position. Accordingly, we target growth of noninterest-bearing deposits. Although we cannot directly control the types of deposit instruments our customers choose, we can influence those choices with the interest rates and deposit specials we offer. In recent periods, the proportion of our deposits represented by noninterest-bearing deposits has declined primarily due to rising market interest rates as customers have migrated to higher yielding alternatives.

At March 31, 2026, we held $101.2 million of brokered time deposits and no brokered demand deposits as defined for federal regulatory purposes. At December 31, 2025, we held $204.1 million of brokered time deposits and de minimis brokered demand deposits as defined for federal regulatory purposes. We utilize brokered time deposits to secure fixed cost funding and reduce short-term borrowings. We utilize brokered demand deposits when pricing is more favorable than other short-term borrowings. We hold QwickRate® deposits, included in our time deposit balances, which we obtain through a qualified network, to address liquidity needs when rates on such deposits compare favorably with deposit rates in our markets. We held $11.3 million of QwickRate® deposits at March 31, 2026 and December 31, 2025.

The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a percentage of total funds and the total cost of each funding source for the three months ended March 31, 2026 and 2025.

Capital Resources. Our primary sources of capital include retained earnings, capital obtained through acquisitions and proceeds from the sale of our capital stock and subordinated debt. We may issue capital stock and debt securities from time to time to fund acquisitions and support our organic growth. As noted elsewhere in this report, on July 1, 2025 we completed a private placement of Series A Preferred Stock. We used the net proceeds from the offering to support the acquisition of WFB and for general corporate purposes, including organic growth and other potential acquisitions.

During the three months ended March 31, 2026 and 2025, we paid $1.1 million and $1.0 million in dividends on our common stock, respectively. We declared dividends on our common stock of $0.11 per share during the three months ended March 31, 2026 compared to dividends of $0.105 per share during the three months ended March 31, 2025.

During the three months ended March 31, 2026, we paid $0.5 million in dividends on our Series A Preferred Stock compared to none during the three months ended March 31, 2025. We declared dividends on our Series A Preferred Stock of $16.25 per share during the three months ended March 31, 2026 compared to none during the three months ended March 31, 2025.

Our Board has authorized a share repurchase program, and at March 31, 2026, we had 327,976 shares of our common stock remaining authorized for repurchase under the program. During the three months ended March 31, 2026, we paid $1.5 million to repurchase 53,420 shares of our common stock, compared to paying $0.6 million to repurchase 34,992 shares of our common stock during the three months ended March 31, 2025. The aggregate purchase price does not include the effect of excise tax incurred on net share repurchases.

We are subject to various regulatory capital requirements administered by the Federal Reserve and the OCC which specify capital tiers, including the following classifications for the Bank under the OCC’s prompt corrective action regulations.

(1) In order to be well capitalized or adequately capitalized, a bank must satisfy each of the required ratios in the table. In order to be undercapitalized or significantly undercapitalized, a bank would need to fall below just one of the relevant ratio thresholds in the table. In order to be well capitalized, the Bank cannot be subject to any written agreement or order requiring it to maintain a specific level of capital for any capital measure. Pursuant to regulatory capital rules, the Company has made an election not to include unrealized gains and losses in the investment securities portfolio for purposes of calculating “Tier 1” capital and “Tier 2” capital.

The Company and the Bank each were in compliance with all regulatory capital requirements at March 31, 2026 and December 31, 2025. The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these dates.

The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates presented (dollars in thousands).

Off-Balance Sheet Transactions

Unfunded Commitments. The Bank enters into loan commitments and standby letters of credit in the normal course of its business. Loan commitments are made to meet the financing needs of our customers, while standby letters of credit commit the Bank to make payments on behalf of customers when certain specified future events occur. The credit risks associated with loan commitments and standby letters of credit are essentially the same as those involved in making loans to our customers. Accordingly, our normal credit policies apply to these arrangements. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer. The credit risk associated with these commitments is evaluated in a manner similar to the ACL. The ACL on unfunded loan commitments is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets and was $0.3 million and $0.4 million at March 31, 2026 and December 31, 2025, respectively.

Loan commitments and standby letters of credit do not necessarily represent future cash requirements, in that while the customer typically has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon in full or at all. Substantially all of our standby letters of credit expire within one year. Our unfunded loan commitments and standby letters of credit outstanding are summarized below as of the dates indicated (dollars in thousands):

The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary. The Company intends to continue this process as new commitments are entered into or existing commitments are renewed.

Additionally, at March 31, 2026, the Company had unfunded commitments of $1.4 million for its investment in SBIC qualified funds and other investment funds.

For the three months ended March 31, 2026 and for the year ended December 31, 2025, except as disclosed herein and in the Company’s Annual Report, we engaged in no off-balance sheet transactions that we believe are reasonably likely to have a material effect on our financial condition, results of operations, or cash flows.

Lease Obligations

The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations. The Company’s branch locations operated under lease agreements have all been designated as operating leases. The Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.

The following table presents, as of March 31, 2026, contractually obligated lease payments due under non-cancelable operating leases by payment date (dollars in thousands).

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. Although independent third parties are often engaged to assist us in the estimation process, management evaluates the results, challenges and assumptions used and considers other factors which could impact these estimates. Actual results may differ from these estimates under different assumptions or conditions.

There were no material changes or developments during the reporting period with respect to methodologies that the Company uses when applying what management believes are significant accounting policies and developing critical accounting estimates, which are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We believe that the judgments, estimates and assumptions that we use in the preparation of our consolidated financial statements are appropriate. For more detailed information about our accounting policies, please refer to Note 1. Summary of Significant Accounting Policies of our Annual Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk as of December 31, 2025 are set forth in the Company’s Annual Report in the section captioned “MD&A – Risk Management.” Please refer to the information in Item 2. “MD&A – Risk Management.” in this report for additional information about the Company’s market risk for the three months ended March 31, 2026; except as discussed therein, there have been no material changes in the Company’s market risk since December 31, 2025.

Item 4. Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are effective for ensuring that information the Company is required to disclose in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

For information regarding risk factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors disclosed in the Annual Report. There have been no significant changes in our risk factors as described in such Annual Report.

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

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The table below provides information with respect to purchases made by the Company of shares of its common stock during each of the months during the three month period ended March 31, 2026.

Because we are a holding company with no material business activities, our ability to pay dividends is substantially dependent upon the ability of the Bank to transfer funds to us in the form of dividends, loans and advances. The Bank’s ability to pay dividends and make other distributions and payments to us depends upon the Bank’s earnings, financial condition, general economic conditions, compliance with regulatory requirements and other factors. In addition, the Bank’s ability to pay dividends to us is itself subject to various legal, regulatory and other restrictions under federal banking laws that are described in Part I. Item 1. “Business” of our Annual Report.

In addition, as a Louisiana corporation, we are subject to certain restrictions on dividends under the Louisiana Business Corporation Act. Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either (1) the corporation would not be able to pay its debts as they come due in the usual course of business or (2) the corporation’s total assets are less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend. In addition, our existing and future debt agreements limit, or may limit, our ability to pay dividends. Under the terms of our 2032 Notes, we are prohibited from paying dividends upon and during the continuance of any Event of Default under such notes. Under the terms of our Series A Preferred Stock, subject to certain exceptions, we are prohibited from paying dividends on, or repurchasing or redeeming our common stock, unless full dividends for the Series A Preferred Stock’s most recently completed dividend period have been declared and paid on all outstanding shares of Series A Preferred Stock. Finally, our ability to pay dividends may be limited on account of the junior subordinated debentures that we assumed through acquisitions. We must make payments on the junior subordinated debentures before any dividends can be paid on our common stock.

Item 5. Other Information

Pursuant to Item 408(a) of Regulation S-K, except as previously reported, none of our directors or executive officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2026.

Item 6. Exhibits

• The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

The Company does not have any long-term debt instruments under which securities are authorized exceeding 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company will furnish to the SEC, upon its request, a copy of all long-term debt instruments.

SIGNATURES

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