NATIONAL BANK HOLDINGS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35654

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		27-0563799
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code: (303) 892-8715

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:		Trading Symbol		Name of each exchange on which registered:
Class A Common Stock, Par Value $0.01		NBHC		NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	⌧	Accelerated filer	◻
Non-accelerated filer	◻	Smaller reporting company	☐
		Emerging growth company	☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of July 31, 2026, the registrant had outstanding 44,539,547 shares of Class A voting common stock, each with $0.01 par value per share, excluding 814,941 shares of restricted Class A common stock issued but not yet vested.

6
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Part I. Financial Information

Item 1.	Financial Statements (Unaudited)		6

	Consolidated Statements of Financial Condition as of June 30, 2026 and December 31, 2025		6

	Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025		7

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025		8

	Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025		9

	Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025		10

	Notes to Consolidated Financial Statements		11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		82

Item 4.	Controls and Procedures		82

Part II. Other Information

Item 1.	Legal Proceedings		83

Item 1A.	Risk Factors		83

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		83

Item 5.	Other Information		83

Item 6.	Exhibits		85

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GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS


ACL	Allowance for credit losses	GDP	Gross domestic product
The acquisition	The acquisition of Vista Bancshares, Inc.	GNMA	Government National Mortgage Association
AFS	Available-for-sale	GSE	Government sponsored entity
AIR	Accrued interest receivable	HPI	Home price index
AOCI	Accumulated other comprehensive income (loss)	HTM	Held-to-maturity
ASC	Accounting Standards Codification	Inducement Plan	National Bank Holdings Corporation 2026 Inducement Plan
ASPP	Associate Stock Purchase Plan	ISDA	International Swaps and Derivative Association
ASU	Accounting Standards Update	MBS	Mortgage-backed securities
ATM	Automated Teller Machine	MSR	Mortgage servicing right
Banks	NBH Bank and BOJHT, collectively	NBHC or the Company	National Bank Holdings Corporation and all controlled affiliates
BOJH	Bank of Jackson Hole	NCO	Net charge-offs
BOJHT¹	Bank of Jackson Hole Trust	OCI	Other Comprehensive Income
Cambr	Cambr Solutions, LLC	Omnibus Plan	National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended and restated May 7, 2026, as further amended, restated or supplemented
CECL	Current expected credit loss	OREO	Other real estate owned
CEO	Chief Executive Officer	PCD	Purchased credit deteriorated
Common stock	Class A common stock, par value $0.01 per share	PD	Probability of Default
CRE	Commercial real estate	PSL	Purchased seasoned loans
DCF	Discounted cash flow	PSU	Performance stock unit
EPS	Earnings Per Share	Repurchase	Repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan
Exchange Act	The Securities Exchange Act of 1934	ROTA	Return on tangible assets
FASB	Financial Accounting Standards Board	S&P	Standard and Poor’s
FDIC	Federal Deposit Insurance Corporation	SBA	Small Business Administration
Federal Reserve	Federal Reserve System	SBA Preferred Lender	An approved participant in the SBA Preferred Lender’s Program
FHA	Federal Housing Administration	SEC	Securities and Exchange Commission
FHLB	Federal Home Loan Bank	SOFR	Secured overnight financing rate
FHLMC	Federal Home Loan Mortgage Corporation	Topic 606	FASB ASC Topic 606
Fintech	Financial technology company	Transaction deposits	Demand, savings, and money market deposits
FNMA	Federal National Mortgage Association	TSR	Total shareholder return
FRB	Federal Reserve Bank	Vista	Vista Bancshares, Inc.
FTE	Fully taxable equivalent	Vista Equity Plan	Vista Bank Equity Incentive Plan
GAAP	Generally accepted accounting principles

(1)	Effective July 31, 2026, BOJHT changed its name to 2UniFi Bank. References to BOJHT throughout this report reflect the subsidiary’s legal name during the reporting period ended June 30, 2026. References in future filings will be updated to reflect the subsidiary’s new name, 2UniFi Bank.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. For example, our forward-looking statements include, without limitation, statements regarding our business plans, expectations or opportunities for growth; our anticipated financial performance, expenses, cash requirements and sources of liquidity; and our capital allocation strategies and plans. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but are not limited to:

business and economic conditions, along with external events, such as political instability, geopolitical conflicts (including in regions such as the Middle East), international trade policies, tariffs, or acts of war, and the potential for such events to contribute to inflationary pressures, fluctuations in interest rates, disruptions in global supply chains, volatility in financial markets, and impacts on earnings and stock market performance;

●

susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate;

●

changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility of trading markets, including as influenced by geopolitical risks and related economic uncertainty;

●

our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs;

●

our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms;

●

changes in the fair value of our investment securities due to market conditions outside of our control;

●

our investments in 2UniFi℠ and other fintechs and initiatives may subject us to material financial, reputational and strategic risks;

●

the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio;

●

any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers;

●

the occurrence of fraud or other financial crimes within our business;

●

competition from other financial services providers, including traditional financial institutions and fintechs, and the effects of disintermediation within the banking business including consolidation within the industry;

●

changes to federal government lending programs like the SBA’s Preferred Lender Program and the FHA’s insurance programs, including the impact of changes in regulations and budget appropriations on such programs;

●

impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors;

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●

claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business;

●

our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies;

●

developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security;

●

our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the acquisition;

●

failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans;

●

the accuracy of projected operating results for assets and businesses we acquire;

●

our ability to comply with and manage costs related to extensive and potentially expanding government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions;

●

our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, given regulatory limitations;

●

the application of any increased assessment rates imposed by the FDIC;

●

claims or legal action brought against us by third parties or government agencies;

●

the loss of our executive officers and key personnel;

●

changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; and

●

other factors, risks, trends and uncertainties described under “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings with the SEC.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

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PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)

(In thousands, except share and per share data)


	June 30, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	380,696	$	417,058
Investment securities available-for-sale (at fair value)		585,533		528,639
Investment securities held-to-maturity (fair value of $696,725 and $597,449 at June 30, 2026 and December 31, 2025, respectively)		758,223		651,732
Other securities		99,184		80,634
Loans		9,774,052		7,433,356
Allowance for credit losses		(110,271)		(87,415)
Loans, net		9,663,781		7,345,941
Loans held for sale		26,486		25,695
Other real estate owned		4,174		1,674
Premises and equipment, net		234,139		214,554
Goodwill		455,408		306,043
Intangible assets, net		64,631		48,337
Other assets		313,881		263,211
Total assets	$	12,586,136	$	9,883,518
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing demand deposits	$	2,575,684	$	2,204,241
Interest bearing demand deposits		1,568,250		1,237,006
Savings and money market		4,975,841		3,701,616
Time deposits		1,269,658		1,149,771
Total deposits		10,389,433		8,292,634
Securities sold under agreements to repurchase		20,239		17,350
Long-term debt, net		202,003		54,540
Federal Home Loan Bank advances		125,000		—
Other liabilities		180,357		133,880
Total liabilities		10,917,032		8,498,404
Shareholders’ equity:
Common stock, par value $0.01 per share: 400,000,000 shares authorized; 58,848,464 and 51,487,888 shares issued; and 44,537,718 and 37,772,516 shares outstanding at June 30, 2026 and December 31, 2025, respectively		588		515
Additional paid-in capital		1,460,627		1,171,581
Retained earnings		590,437		572,461
Treasury stock of 13,493,302 and 13,412,216 shares at June 30, 2026 and December 31, 2025, respectively, at cost		(333,131)		(315,397)
Accumulated other comprehensive loss, net of tax		(49,417)		(44,046)
Total shareholders’ equity		1,669,104		1,385,114
Total liabilities and shareholders’ equity	$	12,586,136	$	9,883,518

See accompanying notes to the consolidated interim financial statements.

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NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)


	For the three months ended				For the six months ended
	June 30,				June 30,
	2026		2025		2026		2025
Interest and dividend income:
Interest and fees on loans	$	148,604	$	120,238	$	293,579	$	240,445
Interest and dividends on investment securities		10,951		9,834		21,102		18,571
Dividends on other securities		684		466		1,200		946
Interest on interest bearing bank deposits		1,765		682		5,274		1,221
Total interest and dividend income		162,004		131,220		321,155		261,183
Interest expense:
Interest on deposits		48,900		41,845		97,269		83,112
Interest on borrowings		3,812		1,966		5,792		3,971
Total interest expense		52,712		43,811		103,061		87,083
Net interest income before provision for credit losses		109,292		87,409		218,094		174,100
Provision for credit loss expense		1,500		—		5,500		10,200
Net interest income after provision for credit losses		107,792		87,409		212,594		163,900
Non-interest income:
Service charges		4,501		4,127		8,693		8,245
Bank card fees		4,616		4,732		8,950		8,926
Mortgage banking income		2,423		2,547		5,165		5,862
Bank-owned life insurance income		903		776		1,790		1,540
Other non-interest income		7,323		4,884		12,901		7,869
Gain on security sales		—		—		246		—
Total non-interest income		19,766		17,066		37,745		32,442
Non-interest expense:
Salaries and benefits		54,366		37,746		111,336		72,108
Occupancy and equipment		16,154		9,436		31,988		20,273
Data processing		7,945		4,452		15,598		8,853
Marketing and business development		1,923		968		3,427		1,914
FDIC deposit insurance		1,402		990		2,760		2,316
Bank card expenses		1,317		1,268		2,395		2,371
Professional fees		3,002		1,680		5,234		3,103
Other non-interest expense		6,408		4,444		14,152		10,086
Other intangible assets amortization		2,433		1,947		4,897		3,924
Total non-interest expense		94,950		62,931		191,787		124,948
Income before income taxes		32,608		41,544		58,552		71,394
Income tax expense		6,118		7,522		11,269		13,141
Net income	$	26,490	$	34,022	$	47,283	$	58,253
Earnings per share—basic	$	0.58	$	0.89	$	1.04	$	1.52
Earnings per share—diluted		0.58		0.88		1.04		1.51
Common stock dividend		0.32		0.30		0.64		0.59
Weighted average number of common shares outstanding:
Basic		44,665,184		38,075,896		44,553,109		38,072,196
Diluted		44,915,790		38,151,810		44,761,348		38,186,660

See accompanying notes to the consolidated interim financial statements.

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NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	For the three months ended				For the six months ended
	June 30,				June 30,
	2026		2025		2026		2025
Net income	$	26,490	$	34,022	$	47,283	$	58,253
Other comprehensive (loss) income, net of tax:
Securities available-for-sale:
Net unrealized (losses) gains arising during the period, net of tax benefit (expense) of $420 and ($1,221) for the three months ended June 30, 2026 and 2025, respectively; and net of tax benefit (expense) of $1,375 and ($4,254) for the six months ended June 30, 2026 and 2025, respectively		(1,385)		3,912		(5,290)		13,628
Less: reclassification adjustment for loss (gain) on security sales realized in net income, net of tax expense of $57 and $0 for the six months ended June 30, 2026 and 2025, respectively.		—		—		(189)		—
Less: amortization of net unrealized holding losses to income, net of tax benefit of $0 and $1 for the three months ended June 30, 2026 and 2025, respectively; and net of tax benefit of $0 and $4 for the six months ended June 30, 2026 and 2025, respectively		—		(5)		—		(13)
Cash flow hedges:
Net unrealized gains arising during the period, net of tax expense of $18 and $69 for the three months ended June 30, 2026 and 2025, respectively; and net of tax expense of $282 and $460 for the six months ended June 30, 2026 and 2025, respectively		58		221		913		1,503
Less: reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $8 and ($3) for the three months ended June 30, 2026 and 2025, respectively; and net of tax expense of $247 and $299 for the six months ended June 30, 2026 and 2025, respectively		(24)		8		(805)		(989)
Other comprehensive (loss) income		(1,351)		4,136		(5,371)		14,129
Comprehensive income	$	25,139	$	38,158	$	41,912	$	72,382

See accompanying notes to the consolidated interim financial statements.

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NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share and per share data)


	For the three months ended June 30,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income (loss), net		Total
Balance, March 31, 2025	$	515	$	1,168,433	$	521,939	$	(301,531)	$	(60,048)	$	1,329,308
Net income		—		—		34,022		—		—		34,022
Stock-based compensation		—		1,991		—		—		—		1,991
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $2,798, net		—		(2,705)		—		1,514		—		(1,191)
Repurchase of 119,300 shares		—		—		—		(4,237)		—		(4,237)
Cash dividends declared ($0.30 per share)		—		—		(11,533)		—		—		(11,533)
Other comprehensive income		—		—		—		—		4,136		4,136
Balance, June 30, 2025	$	515	$	1,167,719	$	544,428	$	(304,254)	$	(55,912)	$	1,352,496
Balance, March 31, 2026	$	588	$	1,454,100	$	578,522	$	(320,269)	$	(48,066)	$	1,664,875
Net income		—		—		26,490		—		—		26,490
Stock-based compensation		—		7,067		—		—		—		7,067
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $876, net		—		(540)		—		(1,731)		—		(2,271)
Repurchase of 268,471 shares		—		—		—		(11,131)		—		(11,131)
Cash dividends declared ($0.32 per share)		—		—		(14,575)		—		—		(14,575)
Other comprehensive loss		—		—		—		—		(1,351)		(1,351)
Balance, June 30, 2026	$	588	$	1,460,627	$	590,437	$	(333,131)	$	(49,417)	$	1,669,104


	For the six months ended June 30,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income (loss), net		Total
Balance, December 31, 2024	$	515	$	1,167,431	$	508,864	$	(301,694)	$	(70,041)	$	1,305,075
Net income		—		—		58,253		—		—		58,253
Stock-based compensation		—		3,695		—		—		—		3,695
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $4,172, net		—		(3,407)		—		1,677		—		(1,730)
Repurchase of 119,300 shares		—		—		—		(4,237)		—		(4,237)
Cash dividends declared ($0.59 per share)		—		—		(22,689)		—		—		(22,689)
Other comprehensive income		—		—		—		—		14,129		14,129
Balance, June 30, 2025	$	515	$	1,167,719	$	544,428	$	(304,254)	$	(55,912)	$	1,352,496
Balance, December 31, 2025	$	515		1,171,581	$	572,461	$	(315,397)		(44,046)	$	1,385,114
Net income		—		—		47,283		—		—		47,283
Stock-based compensation		—		13,416		—		—		—		13,416
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $13,345, net		—		(12,956)		—		9,508		—		(3,448)
Issuance of common stock of 7,305,975 for acquisition of Vista		73		288,586		—		—		—		288,659
Repurchase of 670,340 shares		—		—		—		(27,242)		—		(27,242)
Cash dividends declared ($0.64 per share)		—		—		(29,307)		—		—		(29,307)
Other comprehensive loss		—		—		—		—		(5,371)		(5,371)
Balance, June 30, 2026	$	588	$	1,460,627	$	590,437	$	(333,131)	$	(49,417)	$	1,669,104

See accompanying notes to the consolidated interim financial statements.

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NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	For the six months ended June 30,
	2026		2025
Cash flows from operating activities:
Net income	$	47,283	$	58,253
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit loss expense		5,500		10,200
Depreciation and amortization		20,099		12,247
Change in current income tax receivable		(4,041)		208
Change in deferred income taxes		(3,498)		8,456
Discount accretion, net of premium amortization on securities		(2,319)		(1,170)
Gain on sale of mortgages, net		(4,988)		(4,642)
Origination of loans held for sale, net of repayments		(161,150)		(167,883)
Proceeds from sales of loans held for sale		165,347		176,236
Originations of mortgage servicing rights		(148)		(102)
Proceeds from sales of mortgage servicing rights		—		2,360
Gain on sale of mortgage servicing rights		—		(646)
Gain on sale of fixed assets		—		(1,349)
Stock-based compensation		13,416		3,695
Gain on security sales		(246)		—
Operating lease payments		(3,764)		(3,278)
Change in other assets		2,666		(1,531)
Change in other liabilities		4,145		(19,086)
Net cash provided by operating activities		78,302		71,968
Cash flows from investing activities:
Proceeds from maturities and paydowns of other securities		2,670		—
Proceeds from maturities and paydowns of investment securities available-for-sale		61,757		74,609
Proceeds from maturities and paydowns of investment securities held-to-maturity		96,855		76,710
Proceeds from sales of other securities		21,972		32,429
Proceeds from sales of investment securities available-for-sale		176,406		—
Proceeds from sales of other real estate owned		6,032		269
Purchases of other securities		(32,598)		(37,009)
Purchases of investment securities available-for-sale		(154,341)		(160,543)
Purchases of investment securities held-to-maturity		(202,218)		(260,257)
Purchases of premises and equipment, net		(9,632)		(16,008)
Net (increase) decrease in loans		(434,327)		237,115
Proceeds from the sale of loans		5,748		11,941
Net cash activity for acquisitions		250,074		—
Net cash used in investing activities		(211,602)		(40,744)
Cash flows from financing activities:
Net (decrease) increase in deposits		(108,210)		31,602
Net increase (decrease) in repurchase agreements and other short-term borrowings		2,889		(382)
Proceeds from long-term debt issuance		150,000		—
Payment of long-term debt issuance costs		(2,752)		—
Net (payments to) advances from the FHLB		115,000		135,000
Issuance of stock under purchase and equity compensation plans		(4,199)		(1,817)
Proceeds from exercise of stock options		717		53
Payment of dividends		(29,265)		(22,808)
Repurchase of common stock		(27,242)		(4,237)
Net cash provided by financing activities		96,938		137,411
(Decrease) increase in cash and cash equivalents		(36,362)		168,635
Cash and cash equivalents at beginning of the year		417,058		127,848
Cash and cash equivalents at end of period	$	380,696	$	296,483
Supplemental disclosure of cash flow information during the period:
Cash paid for interest	$	100,848	$	87,945
Net tax payments		764		8,892
Supplemental schedule of non-cash activities:
Loans transferred to other real estate owned at fair value		2,186		—
Increase in loans purchased but not settled		32,153		—

See accompanying notes to the consolidated interim financial statements.

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NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2026

Note 1 Basis of Presentation

National Bank Holdings Corporation is a bank holding company that has elected financial holding company status and was incorporated in the State of Delaware in 2009. The Company is headquartered in Greenwood Village, Colorado, and its primary operations are conducted through its wholly owned subsidiaries NBH Bank and BOJHT. NBH Bank is a Colorado state-chartered bank and a member of the Federal Reserve, and BOJHT is a Wyoming state-chartered bank and a member of the Federal Reserve. The Company provides a variety of banking products to both commercial and consumer clients through a network of over 90 banking centers, as of June 30, 2026, located primarily in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho and Palm Beach, Florida, as well as through online and mobile banking products and services.

The accompanying interim unaudited consolidated financial statements serve to update the National Bank Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2025 and include the accounts of the Company and its wholly owned subsidiaries, NBH Bank, BOJHT and 2UniFi, LLC. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP and, where applicable, with general practices in the banking industry or guidelines prescribed by bank regulatory agencies. However, they may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and accordingly should be read in conjunction with the financial information contained in the Company’s most recent Form 10-K. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results presented. All such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior years’ amounts are made whenever necessary to conform to current period presentation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the full year or any other interim period. All amounts are in thousands, except share data, or as otherwise noted.

GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities. By their nature, estimates are based on judgment and available information. Management has made significant estimates in certain areas, such as the fair values of financial instruments, contingent liabilities and the ACL. Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from those estimates.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in note 2 of the audited financial statements and notes for the year ended December 31, 2025 and are contained in the Company’s Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2025, except for the following:

Acquisition activities—The Company accounts for business combinations under the acquisition method of accounting. Assets acquired and liabilities assumed are measured and recorded at fair value at the date of acquisition, including identifiable intangible assets. If the fair value of net assets acquired exceeds the fair value of consideration paid, a bargain purchase gain is recognized at the date of acquisition. Conversely, if the consideration paid exceeds the fair value of the net assets acquired, goodwill is recognized at the acquisition date. Fair values are subject to refinement for up to a maximum of one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Adjustments recorded to the acquired assets and liabilities assumed are applied prospectively in accordance with ASC Topic 805. The determination of the fair value of loans acquired considers credit quality and expected credit losses. Separately, an ACL is established on Day 1 through a gross-up adjustment to the amortized cost basis of the loans.

Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented, or exchanged separately from the entity). The depositor relationship related to deposit liabilities, the client relationship related to assets under management, acquired technology intangibles and the trade name intangible (known as the core deposit, client relationship, acquired technology intangible assets and trade name intangible, respectively) may be exchanged in observable exchange transactions. As a result, these intangible assets are considered identifiable, because the separability criterion has been met.

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Note 2 Recent Accounting Pronouncements

The Company has not adopted any recent accounting pronouncements in addition to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, except for the following:

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. The update amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the new guidance, the initial recognition of the ACL for purchased loans that meet the criteria to be deemed purchased seasoned loans is aligned with the treatment for PCD loans. Specifically, an ACL is established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the amortized cost basis of the loans. The Company early adopted ASU 2025-08 as of January 1, 2026. The update impacted purchase accounting entries related to loans from the Vista acquisition as described below in note 3.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software. The update eliminates the accounting consideration of software project development stages and enhances the guidance around the threshold for cost capitalization. The Company adopted ASU 2025-06 early as of January 1, 2026, using a prospective transition approach. The update did not have a material impact to the financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update is related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606. It allows all entities to elect a practical expedient that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset. The update also allows for an accounting policy election, which is not applicable to public business entities. The Company adopted ASU 2025-05 as of January 1, 2026, on a prospective basis, and elected to use the practical expedient. The guidance did not have a material impact on the Company’s financial statements.

Note 3 Acquisition Activities

On January 7, 2026, the Company completed its acquisition of Vista Bancshares, Inc., the bank holding company of Texas-based Vista Bank. Pursuant to the merger agreement executed in September 2025, the Company paid $89.0 million of cash consideration and issued 7.3 million shares of the Company’s common stock in exchange for all of the outstanding common stock of Vista Bancshares, Inc. The transaction was valued at $377.7 million in the aggregate, based on the Company’s closing price of $39.51 on January 6, 2026. In addition, the Company held $45.0 million in debt of Vista that was effectively settled upon closing. The acquisition added 12 banking centers, including 11 within the Dallas/Ft. Worth, Austin and Lubbock regions of Texas and one banking center in Palm Beach, Florida. Acquisition-related costs of $25.2 million, pre-tax, were included in the Company’s consolidated statements of operations for the six months ended June 30, 2026. The financial results as of and for the six months ended June 30, 2026 include activity of the combined entity. The Company has made the determination of fair values using the best information available at the time; however, purchase accounting is not complete and the assumptions used are subject to change and, if changed, could have a material effect on the Company's financial position and results of operations.

The Company determined that this acquisition constitutes a business combination as defined in ASC Topic 805, Business Combinations. Accordingly, as of the date of the acquisition, the Company has recorded the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. The estimation of expected future cash flows, market conditions, other future events and actual results could differ materially from the original estimates. The determination of the fair values of fixed assets, loans, OREO and core deposit intangible involves a high degree of judgment and complexity.

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The table below summarizes net assets acquired (at fair value) and consideration transferred in connection with the Vista acquisition. The fair value of the acquired assets and liabilities noted in the table may change during the provisional period, which may last up to twelve months subsequent to the acquisition date. The Company may obtain additional information to refine the valuation of the acquired assets and liabilities and adjust the recorded fair value.


	January 7, 2026
Assets:
Cash and due from banks	$	339,112
Investment securities available-for-sale		145,509
Other securities		10,397
Loans		1,906,984
Other real estate owned		6,548
Premises and equipment		21,306
Core deposit and trade name intangible		21,547
Other assets		50,380
Total assets acquired	$	2,501,783

Liabilities:
Total deposits	$	2,205,031
Other liabilities		23,420
Total liabilities assumed	$	2,228,451

Identifiable net assets acquired	$	273,332

Consideration:
NBHC common stock paid at January 7, 2026, closing price of $39.51	$	288,659
Cash		89,038
Purchase price paid		377,697
Effective settlement of pre-existing debt ⁽¹⁾		45,000
Total	$	422,697

Estimated goodwill created	$	149,365


(1)		The Company held $45.0 million in debt of Vista which was effectively settled by the acquisition.

In connection with the Vista acquisition, the Company recorded $149.4 million of goodwill. The amount of goodwill recorded reflects the expanded market presence, synergies and operational efficiencies that are expected to result from the acquisition. The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks—The carrying amount of these assets was deemed a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities available-for-sale— The investment securities portfolio fair value was determined utilizing third-party pricing services.

Loans, net—The fair value of loans were based on a discounted cash flow methodology that considered the loans’ underlying characteristics including account type, remaining terms of loan, annual interest rates or coupon, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure and remaining balance. The discount rates applied were based upon a build-up approach considering the alternative cost of funds, capital charges, servicing costs, and a liquidity premium. Loans were aggregated according to similar characteristics when applying the valuation method.

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Core deposit and other intangibles—The Company recorded a core deposit intangible asset of $20.5 million and a trade name intangible of $1.0 million. The core deposit intangible was valued utilizing a discounted cash flow methodology based upon assumptions regarding retained balances, such as account retention rate and growth rates, interest expense including maintenance costs, and alternative costs of funding. The discount rate applied is consistent to that applied to loans above. The trade name intangible was valued using the relief-from-royalty method, which estimates fair value based on projected revenues, an assumed market-based royalty rate, and a discount rate applied to the resulting cash flows.

The core deposit intangible and trade name intangible will be amortized straight-line over ten years.

Deposits—By definition, the fair value of demand and saving deposits equals the amount payable. For time deposits acquired, the Company utilized an income approach, discounting the contractual cash flows on the instruments over their remaining contractual lives at prevailing market rates.

Accounting for acquired loans

The Company adopted ASU 2025-08 as of January 1, 2026, which impacted the accounting for acquired loans. The Company grouped acquired loans according to similar characteristics. Loans that reflected a more-than-insignificant deterioration of credit were categorized as purchased credit deteriorated loans, and all other loans were categorized as purchased seasoned loans. For both PSLs and PCD loans, the initial estimate of expected credit losses was included in the balance of loans with an offsetting amount recorded to the ACL as of the date of acquisition.

The following table provides a summary of loans purchased as part of the Vista acquisition as of the acquisition date:


	Unpaid principal balance		Allowance for credit loss at acquisition		Net premium/ (discount) on acquired loans		Fair value
Purchased seasoned loans	$	1,892,686	$	(20,796)	$	(1,459)	$	1,870,431
PCD Loans		54,466		(11,139)		(6,774)		36,553
Total acquired loans	$	1,947,152	$	(31,935)	$	(8,233)	$	1,906,984

Unaudited Pro forma information

The following unaudited pro forma information combines the historical results of Vista and the Company. The pro forma financial information does not include the potential impacts of possible business model changes, current market conditions, revenue enhancements, expense efficiencies, or other factors. If the Vista acquisition had been completed on January 1, 2025, pro forma total revenue for the Company would have been approximately $129.1 million and $125.7 million for the three months ended June 30, 2026 and 2025, respectively. Pro forma net income for the Company would have been approximately $34.9 million and $30.4 million for the three months ended June 30, 2026 and 2025, respectively. Pro forma basic and dilutive earnings per share for the Company would have been $0.76 and $0.76 for the three months ended June 30, 2026, respectively, and $0.66 and $0.66 for the three months ended June 30, 2025, respectively. For the three months ended June 30, 2026, the pro forma information reflects adjustments made to exclude acquisition-related expenses of the Company totaling $10.9 million. Adjustments also included estimated net accretion of loan and investment marks of $1.4 million and estimated amortization of acquired identifiable intangibles of $0.5 million for the three months ended June 30, 2025.

For the six months ended June 30, 2026 and 2025, pro forma total revenue for the Company would have been approximately $255.8 million and $248.2 million, respectively. Pro forma net income for the Company would have been approximately $66.7 million and $47.2 million for the six months ended June 30, 2026 and 2025, respectively. Pro forma basic and dilutive earnings per share for the Company would have been $1.47 and $1.46 for the six months ended June 30, 2026, respectively, and $1.03 and $1.03 for the six months ended June 30, 2025, respectively. For the six months ended June 30, 2026, the pro forma information reflects adjustments made to exclude acquisition-related expenses of the Company totaling $25.2 million. Adjustments also included estimated net accretion of loan and investment marks of $2.8 million and estimated amortization of acquired identifiable intangibles of $1.1 million for the six months ended June 30, 2025.

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The unaudited pro forma information is theoretical in nature and not necessarily indicative of future consolidated results of operations of the Company or the consolidated results of operations which would have resulted had the Company acquired Vista during the periods presented.

Note 4 Investment Securities

The Company’s investment securities portfolio is comprised of available-for-sale and held-to-maturity investment securities. These investment securities totaled $1.4 billion at June 30, 2026 and included $0.6 billion of available-for-sale securities and $0.8 billion of held-to-maturity securities. During 2026, the Company acquired available-for-sale securities with a fair value of $145.5 million related to the acquisition of Vista. At December 31, 2025, investment securities totaled $1.2 billion and included $0.5 billion of available-for-sale securities and $0.7 billion of held-to-maturity securities.

Available-for-sale

Available-for-sale securities are summarized as follows as of the dates indicated:


	June 30, 2026
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	53,576	$	110	$	(11)	$	53,675
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		219,693		140		(18,698)		201,135
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		376,163		112		(45,803)		330,472
Other securities		251		—		—		251
Total investment securities available-for-sale	$	649,683	$	362	$	(64,512)	$	585,533


	December 31, 2025
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	73,144	$	1,082	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		173,308		1,248		(16,891)		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		338,768		563		(43,305)		296,026
Other securities		722		—		—		722
Total investment securities available-for-sale	$	585,942	$	2,893	$	(60,196)	$	528,639

During the six months ended June 30, 2026 and 2025, purchases of available-for-sale securities totaled $154.3 million and $160.5 million, respectively. Maturities and paydowns of available-for-sale securities during the six months ended June 30, 2026 and 2025 totaled $61.8 million and $74.6 million, respectively. During the six months ended June 30, 2026, the Company sold $176.4 million of available for sale securities, primarily related to securities acquired in the Vista acquisition. There were no sales of available-for-sale securities during the six months ended June 30, 2025.

At June 30, 2026 and December 31, 2025, the Company’s available-for-sale investment portfolio was primarily comprised of U.S. Treasury securities and mortgage-backed securities. All mortgage-backed securities were backed by GSE collateral such as FHLMC and FNMA and the government-owned agency GNMA.

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The tables below summarize the available-for-sale securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	June 30, 2026
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	4,928	$	(11)	$	—	$	—	$	4,928	$	(11)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		83,187		(1,344)		90,965		(17,354)		174,152		(18,698)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		85,258		(973)		218,377		(44,830)		303,635		(45,803)
Total	$	173,373	$	(2,328)	$	309,342	$	(62,184)	$	482,715	$	(64,512)


	December 31, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises	$	—	$	—	$	96,937	$	(16,891)	$	96,937	$	(16,891)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		2,546		(5)		232,742		(43,300)		235,288		(43,305)
Total	$	2,546	$	(5)	$	329,679	$	(60,191)	$	332,225	$	(60,196)

Management regularly monitors the investment securities portfolio in its entirety and further evaluates all of the available-for-sale securities in an unrealized loss position at each reporting period. The portfolio included 90 securities which were in an unrealized loss position at June 30, 2026, compared to 84 securities at December 31, 2025. The unrealized losses in the Company’s investment portfolio at June 30, 2026 were caused by changes in interest rates. The Company has no intention of selling these securities and believes it will not be required to sell the securities before the recovery of their amortized cost. Management believes that default of the available-for-sale securities is highly unlikely. FHLMC, FNMA and GNMA guaranteed mortgage-backed securities and U.S. 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.

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The fair value of available-for-sale investment securities pledged as collateral totaled $206.1 million and $102.4 million at June 30, 2026 and at December 31, 2025, respectively. The Company may also pledge available-for-sale investment securities as collateral for FHLB advances. No securities were pledged for this purpose at June 30, 2026 or December 31, 2025.

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A summary of the available-for-sale securities by maturity is shown in the following table as of June 30, 2026. Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments and are therefore not included in the table below. The Company holds other available-for-sale securities with an amortized cost and fair value of $0.3 million as of June 30, 2026 that have no stated contractual maturity date.


	June 30, 2026
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
Within one year	$	29,921	$	29,969	4.23%
After one but within five years		23,655		23,706	4.30%
Total	$	53,576	$	53,675

As of June 30, 2026 and December 31, 2025, AIR from available-for-sale investment securities totaled $1.7 million and $1.9 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Held-to-maturity

Held-to-maturity investment securities are summarized as follows as of the dates indicated:


	June 30, 2026
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,687		90		(24,442)		212,335
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		521,536		271		(37,417)		484,390
Total investment securities held-to-maturity	$	758,223	$	361	$	(61,859)	$	696,725


	December 31, 2025
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	24,900	$	—	$	(49)	$	24,851
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,535		666		(23,227)		213,974
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		390,297		2,310		(33,983)		358,624
Total investment securities held-to-maturity	$	651,732	$	2,976	$	(57,259)	$	597,449

During the six months ended June 30, 2026 and 2025, purchases of held-to-maturity securities totaled $202.2 million and $260.3 million, respectively. Maturities and paydowns of held-to-maturity securities totaled $96.9 million and $76.7 million during the six months ended June 30, 2026 and 2025, respectively.

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The held-to-maturity portfolio included 130 securities which were in an unrealized loss position as of June 30, 2026, compared to 92 securities at December 31, 2025. The tables below summarize the held-to-maturity securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	June 30, 2026
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		39,556		(380)		152,564		(24,062)		192,120		(24,442)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		252,108		(2,923)		134,688		(34,494)		386,796		(37,417)
Total	$	291,664	$	(3,303)	$	287,252	$	(58,556)	$	578,916	$	(61,859)


	December 31, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	24,850	$	(49)	$	24,850	$	(49)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		1,174		(1)		169,340		(23,226)		170,514		(23,227)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		144,208		(33,983)		144,208		(33,983)
Total	$	1,174	$	(1)	$	338,398	$	(57,258)	$	339,572	$	(57,259)

The Company does not measure expected credit losses on a financial asset, or group 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. 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. Additionally, management notes that yields on which the portfolio generally trades are based upon market views of prepayment and liquidity risk and not credit risk. The Company has no intention to sell any held-to-maturity securities and believes it will not be required to sell any held-to-maturity securities before the recovery of their amortized cost.

The table below summarizes the credit quality indicators, by amortized cost, of held-to-maturity securities as of the dates shown:


	June 30, 2026		December 31, 2025
	AA+		AA+
U.S. Treasury securities	$	—	$	24,900
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,687		236,535
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		521,536		390,297
Total investment securities held-to-maturity	$	758,223	$	651,732

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The carrying value of held-to-maturity investment securities pledged as collateral totaled $589.6 million and $604.0 million at June 30, 2026 and December 31, 2025, respectively. The Company may also pledge held-to-maturity investment securities as collateral for FHLB advances. No held-to-maturity investment securities were pledged for this purpose at June 30, 2026 or December 31, 2025.

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Actual maturities of mortgage-backed securities may differ from scheduled maturities depending on the repayment characteristics and experience of the underlying financial instruments and are not disclosed.

As of June 30, 2026 and December 31, 2025, AIR from held-to-maturity investment securities totaled $2.1 million and $1.4 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Note 5 Other Securities

The carrying balances of other securities are summarized as follows as of the dates indicated:


	June 30, 2026		December 31, 2025
FRB and FHLB stock	$	42,854	$	24,641
Convertible preferred stock		18,508		18,508
Equity method investments		37,490		32,426
Equity securities with readily determinable fair values		332		5,059
Total	$	99,184	$	80,634

Other securities included FRB stock, FHLB stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. During the six months ended June 30, 2026, purchases of other securities totaled $32.6 million, and proceeds from maturities and paydowns of other securities totaled $2.7 million, and proceeds from sales totaled $22.0 million. During the six months ended June 30, 2025, purchases of other securities totaled $37.0 million, and proceeds from other securities totaled $32.4 million. Purchases consisted primarily of FHLB stock, and proceeds consisted primarily of redemptions of FHLB stock. Changes in the Company’s FHLB stock holdings directly correlate to FHLB line of credit advances and paydowns.

FRB and FHLB stock

At June 30, 2026 and December 31, 2025, the Company held FRB and FHLB stock for regulatory or debt facility purposes. These are restricted securities which, lacking a market, are carried at cost. 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 three and six months ended June 30, 2026 and 2025, the Company had no purchases of convertible preferred stock.

Equity method investments

Other securities also include equity method investments totaling $37.5 million and $32.4 million at June 30, 2026 and December 31, 2025, respectively. Purchases of equity method investments during the six months ended June 30, 2026 and 2025 totaled $3.4 million and $0.5 million, respectively. The Company recorded net unrealized gains on equity method investments totaling $1.3 million and $1.4 million during the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, the Company recorded net unrealized gains on equity method investments totaling $0.3 million and $15 thousand, respectively. These gains and losses were recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded $0.2 million and zero impairment related to equity method investments for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.

Equity securities with readily determinable fair values

Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Unrealized gains or losses on equity securities with readily determinable fair values are recognized in other non-interest income in the Company’s consolidated statements of operations. During the six months ended June 30, 2026, the Company sold $4.6 million of equity securities with readily determinable fair values, resulting in a realized loss totaling $0.7 million. During the three and six months ended June 30, 2026, the Company recorded $35 thousand and $0.1 million of unrealized losses from equity securities with readily determinable fair values, respectively. During the three and six months ended June 30, 2025, the Company recorded no unrealized gains or losses from equity securities with readily determinable fair values, respectively.

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Note 6 Loans

The loan portfolio is comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions. The tables below show the loan portfolio composition including carrying value by segment as of the dates shown. The carrying value of loans is net of discounts, fees, costs and fair value marks of $26.7 million and $21.7 million as of June 30, 2026 and December 31, 2025, respectively.


	June 30, 2026
	Total loans		% of total
Commercial	$	5,605,299	57.3%
Commercial real estate non-owner occupied		2,650,629	27.1%
Residential real estate		1,503,461	15.4%
Consumer		14,663	0.2%
Total	$	9,774,052	100.0%


	December 31, 2025
	Total loans		% of total
Commercial	$	4,668,153	62.8%
Commercial real estate non-owner occupied		1,582,428	21.3%
Residential real estate		1,169,699	15.7%
Consumer		13,076	0.2%
Total	$	7,433,356	100.0%

Information about delinquent and non-accrual loans is shown in the following tables at June 30, 2026 and December 31, 2025:


	June 30, 2026
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	918	$	6,739	$	24,637	$	32,294	$	2,728,018	$	2,760,312
Municipal and non-profit		—		—		—		—		1,296,849		1,296,849
Owner occupied commercial real estate		9,195		3,475		3,213		15,883		1,293,773		1,309,656
Food and agribusiness		6,669		13,633		—		20,302		218,180		238,482
Total commercial		16,782		23,847		27,850		68,479		5,536,820		5,605,299
Commercial real estate non-owner occupied:
Construction		—		2,061		—		2,061		253,224		255,285
Acquisition/development		—		—		46		46		225,069		225,115
Multifamily		—		—		—		—		299,834		299,834
Non-owner occupied		—		—		—		—		1,870,395		1,870,395
Total commercial real estate non-owner occupied		—		2,061		46		2,107		2,648,522		2,650,629
Residential real estate:
Senior lien		298		3,179		2,074		5,551		1,406,626		1,412,177
Junior lien		43		25		161		229		91,055		91,284
Total residential real estate		341		3,204		2,235		5,780		1,497,681		1,503,461
Consumer		46		—		—		46		14,617		14,663
Total loans	$	17,169	$	29,112	$	30,131	$	76,412	$	9,697,640	$	9,774,052

Table of Contents


	June 30, 2026
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	13,499	$	11,138	$	24,637
Owner occupied commercial real estate		3,213		—		3,213
Total commercial		16,712		11,138		27,850
Commercial real estate non-owner occupied:
Construction		—		—		—
Acquisition/development		46		—		46
Total commercial real estate non-owner occupied		46		—		46
Residential real estate:
Senior lien		1,720		354		2,074
Junior lien		161		—		161
Total residential real estate		1,881		354		2,235
Total loans	$	18,639	$	11,492	$	30,131


	December 31, 2025
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	6,243	$	4,716	$	19,607	$	30,566	$	2,007,138	$	2,037,704
Municipal and non-profit		—		—		—		—		1,273,761		1,273,761
Owner occupied commercial real estate		1,498		1,541		2,355		5,394		1,123,224		1,128,618
Food and agribusiness		2,868		6,184		—		9,052		219,018		228,070
Total commercial		10,609		12,441		21,962		45,012		4,623,141		4,668,153
Commercial real estate non-owner occupied:
Construction		—		—		—		—		188,992		188,992
Acquisition/development		—		867		331		1,198		51,289		52,487
Multifamily		—		—		—		—		298,497		298,497
Non-owner occupied		154		—		—		154		1,042,298		1,042,452
Total commercial real estate non-owner occupied		154		867		331		1,352		1,581,076		1,582,428
Residential real estate:
Senior lien		1,027		2,100		2,332		5,459		1,082,248		1,087,707
Junior lien		123		—		249		372		81,620		81,992
Total residential real estate		1,150		2,100		2,581		5,831		1,163,868		1,169,699
Consumer		48		9		38		95		12,981		13,076
Total loans	$	11,961	$	15,417	$	24,912	$	52,290	$	7,381,066	$	7,433,356


	December 31, 2025
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	13,738	$	5,869	$	19,607
Owner occupied commercial real estate		2,355		—		2,355
Total commercial		16,093		5,869		21,962
Commercial real estate non-owner occupied:
Acquisition/development		47		284		331
Total commercial real estate non-owner occupied		47		284		331
Residential real estate:
Senior lien		1,715		617		2,332
Junior lien		249		—		249
Total residential real estate		1,964		617		2,581
Consumer		38		—		38
Total loans	$	18,142	$	6,770	$	24,912

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans to borrowers experiencing financial difficulties may be modified. Modified loans are discussed in more detail below. There was no interest income recognized from non-accrual loans during the three or six months ended June 30, 2026 or 2025.

Table of Contents

The Company’s 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 and are categorized as “Pass,” “Special mention,” “Substandard” and “Doubtful.” For a description of the general characteristics of the risk grades, refer to note 2 Summary of Significant Accounting Policies in our audited consolidated financial statements in our 2025 Annual Report on Form 10-K.

Table of Contents

The amortized cost basis and current period gross charge-offs for all loans as determined by the Company’s internal risk rating system and year of origination are shown in the following tables as of and for the six months ended June 30, 2026 and the year ended December 31, 2025:


	June 30, 2026
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2026		2025		2024		2023		2022		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	367,160	$	534,760	$	433,360	$	118,374	$	174,585	$	235,381	$	758,909	$	982	$	2,623,511
Special mention		—		9,143		2,064		29,618		19,186		3,446		7,210		6,500		77,167
Substandard		—		364		4,942		12,043		1,668		11,548		17,248		4,251		52,064
Doubtful		—		4,119		1,146		1,893		299		19		94		—		7,570
Total commercial and industrial		367,160		548,386		441,512		161,928		195,738		250,394		783,461		11,733		2,760,312
Gross charge-offs: Commercial and industrial		—		—		2,653		4,298		1,124		5,496		—		—		13,571
Municipal and non-profit:
Pass		82,187		256,077		104,104		126,133		127,361		554,857		45,657		473		1,296,849
Total municipal and non-profit		82,187		256,077		104,104		126,133		127,361		554,857		45,657		473		1,296,849
Owner occupied commercial real estate:
Pass		104,798		189,042		167,565		115,929		244,612		392,417		29,179		—		1,243,542
Special mention		—		1,945		6,977		1,647		6,175		22,780		—		—		39,524
Substandard		—		118		650		3,510		4,801		15,431		—		—		24,510
Doubtful		—		18		—		—		121		1,941		—		—		2,080
Total owner occupied commercial real estate		104,798		191,123		175,192		121,086		255,709		432,569		29,179		—		1,309,656
Gross charge-offs: Owner occupied commercial real estate		—		—		—		—		142		49		—		—		191
Food and agribusiness:
Pass		18,605		1,455		9,871		10,036		58,354		24,431		88,891		—		211,643
Special mention		—		—		5,418		5,222		83		7		530		1,199		12,459
Substandard		—		—		3,893		—		—		10,189		298		—		14,380
Total food and agribusiness		18,605		1,455		19,182		15,258		58,437		34,627		89,719		1,199		238,482
Total commercial		572,750		997,041		739,990		424,405		637,245		1,272,447		948,016		13,405		5,605,299
Gross charge-offs: Commercial		—		—		2,653		4,298		1,266		5,545		—		—		13,762
Commercial real estate non-owner occupied:
Construction:
Pass		48,453		68,566		57,421		14,455		16,510		27,220		17,047		—		249,672
Substandard		—		—		—		—		4,993		—		—		—		4,993
Doubtful		—		—		—		—		620		—		—		—		620
Total construction		48,453		68,566		57,421		14,455		22,123		27,220		17,047		—		255,285
Acquisition/development:
Pass		70,149		24,245		48,834		4,062		31,157		13,359		8,906		—		200,712
Special mention		—		—		2,044		8,811		9,748		—		—		—		20,603
Substandard		—		—		—		2,941		—		46		—		—		2,987
Doubtful		—		—		249		564		—		—		—		—		813
Total acquisition/development		70,149		24,245		51,127		16,378		40,905		13,405		8,906		—		225,115
Multifamily:
Pass		7,012		37,618		4,792		33,241		131,761		72,650		—		—		287,074
Special mention		—		—		—		—		4,452		—		—		—		4,452
Substandard		—		—		—		—		8,308		—		—		—		8,308
Total multifamily		7,012		37,618		4,792		33,241		144,521		72,650		—		—		299,834
Non-owner occupied:
Pass		404,472		170,470		210,365		182,536		289,339		563,271		32,296		—		1,852,749
Special mention		—		—		699		—		9,841		166		—		—		10,706
Substandard		—		—		—		—		—		4,034		—		—		4,034
Doubtful		—		—		—		—		2,353		553		—		—		2,906
Total non-owner occupied		404,472		170,470		211,064		182,536		301,533		568,024		32,296		—		1,870,395
Total commercial real estate non-owner occupied		530,086		300,899		324,404		246,610		509,082		681,299		58,249		—		2,650,629
Gross charge-offs: Commercial real estate non-owner occupied		—		—		—		—		—		1		—		—		1
Residential real estate:
Senior lien:
Pass		143,566		237,735		91,958		59,213		357,804		480,272		33,899		262		1,404,709
Special mention		—		—		—		—		—		536		—		—		536
Substandard		58		384		2,134		728		1,257		2,113		—		—		6,674
Doubtful		—		4		254		—		—		—		—		—		258
Total senior lien		143,624		238,123		94,346		59,941		359,061		482,921		33,899		262		1,412,177
Gross charge-offs: Senior lien		—		—		—		—		24		52		—		—		76
Junior lien:
Pass		6,495		2,407		1,745		2,613		3,255		6,239		66,930		1,224		90,908
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		—		—		—		84		102		163		—		349
Total junior lien		6,495		2,407		1,745		2,613		3,339		6,368		67,093		1,224		91,284
Total residential real estate		150,119		240,530		96,091		62,554		362,400		489,289		100,992		1,486		1,503,461
Gross charge-offs: Residential real estate		—		—		—		—		24		52		—		—		76
Consumer:
Pass		3,337		2,610		1,386		916		408		382		5,520		88		14,647
Substandard		—		8		8		—		—		—		—		—		16
Total consumer		3,337		2,618		1,394		916		408		382		5,520		88		14,663
Gross charge-offs: Consumer		357		3		—		18		—		48		—		—		426
Total loans	$	1,256,292	$	1,541,088	$	1,161,879	$	734,485	$	1,509,135	$	2,443,417	$	1,112,777	$	14,979	$	9,774,052
Gross charge-offs: Total loans	$	357	$	3	$	2,653	$	4,316	$	1,290	$	5,646	$	—	$	—	$	14,265

Table of Contents


	December 31, 2025
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2025		2024		2023		2022		2021		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	448,020	$	367,280	$	116,168	$	228,648	$	149,829	$	105,169	$	427,465	$	36,042	$	1,878,621
Special mention		12,367		794		33,712		7,835		1,311		3,338		15,938		2,376		77,671
Substandard		1		8,765		17,661		3,084		19,043		3,108		21,665		682		74,009
Doubtful		4,000		291		2,079		387		—		646		—		—		7,403
Total commercial and industrial		464,388		377,130		169,620		239,954		170,183		112,261		465,068		39,100		2,037,704
Gross charge-offs: Commercial and industrial		933		3,042		14,062		366		2,504		1,094		—		—		22,001
Municipal and non-profit:
Pass		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Total municipal and non-profit		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Owner occupied commercial real estate:
Pass		140,118		213,072		113,393		192,107		124,070		242,553		15,572		1,117		1,042,002
Special mention		—		2,955		1,664		7,387		6,906		22,164		850		—		41,926
Substandard		—		12,227		9,509		8,135		8,874		5,290		—		—		44,035
Doubtful		—		—		—		239		—		416		—		—		655
Total owner occupied commercial real estate		140,118		228,254		124,566		207,868		139,850		270,423		16,422		1,117		1,128,618
Gross charge-offs: Owner occupied commercial real estate		—		—		2,266		1,480		—		303		—		—		4,049
Food and agribusiness:
Pass		630		13,377		8,500		61,432		6,063		18,866		101,022		4,072		213,962
Special mention		—		—		—		3,659		—		4,407		—		—		8,066
Substandard		—		—		—		83		867		5,092		—		—		6,042
Total food and agribusiness		630		13,377		8,500		65,174		6,930		28,365		101,022		4,072		228,070
Gross charge-offs: Food and agribusiness		—		—		24		—		—		—		—		—		24
Total commercial		873,450		733,306		431,305		646,660		525,080		796,610		617,453		44,289		4,668,153
Gross charge-offs: Commercial		933		3,042		16,352		1,846		2,504		1,397		—		—		26,074
Commercial real estate non-owner occupied:
Construction:
Pass		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Total construction		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Acquisition/development:
Pass		4,483		16,627		435		20,076		1,923		8,072		540		—		52,156
Substandard		—		—		—		—		—		331		—		—		331
Total acquisition/development		4,483		16,627		435		20,076		1,923		8,403		540		—		52,487
Multifamily:
Pass		11,500		1,320		37,107		146,730		23,501		65,554		—		—		285,712
Special mention		—		—		—		4,482		—		—		—		—		4,482
Substandard		—		—		—		8,303		—		—		—		—		8,303
Total multifamily		11,500		1,320		37,107		159,515		23,501		65,554		—		—		298,497
Non-owner occupied:
Pass		61,931		48,296		140,934		238,047		154,937		340,290		22,351		—		1,006,786
Special mention		4,700		—		—		—		—		179		—		—		4,879
Substandard		—		—		—		3,000		—		27,787		—		—		30,787
Total non-owner occupied		66,631		48,296		140,934		241,047		154,937		368,256		22,351		—		1,042,452
Gross charge-offs: Non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Total commercial real estate non-owner occupied		100,952		151,441		187,376		463,267		180,361		443,093		55,938		—		1,582,428
Gross charge-offs: Commercial real estate non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Residential real estate:
Senior lien:
Pass		118,410		55,172		46,936		364,528		250,897		225,011		21,622		4		1,082,580
Special mention		—		—		—		—		—		11		—		—		11
Substandard		—		5		737		1,996		442		1,896		—		—		5,076
Doubtful		—		—		—		40		—		—		—		—		40
Total senior lien		118,410		55,177		47,673		366,564		251,339		226,918		21,622		4		1,087,707
Gross charge-offs: Senior lien		—		26		—		145		1		1		—		—		173
Junior lien:
Pass		2,778		5,871		3,110		3,837		876		5,264		59,651		68		81,455
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		—		—		87		—		259		164		—		510
Total junior lien		2,778		5,871		3,110		3,924		876		5,550		59,815		68		81,992
Total residential real estate		121,188		61,048		50,783		370,488		252,215		232,468		81,437		72		1,169,699
Gross charge-offs: Residential real estate		—		26		—		145		1		1		—		—		173
Consumer:
Pass		4,157		1,812		1,007		553		347		312		4,794		37		13,019
Substandard		10		9		—		—		—		38		—		—		57
Total consumer		4,167		1,821		1,007		553		347		350		4,794		37		13,076
Gross charge-offs: Consumer		715		11		1		—		—		20		—		—		747
Total loans	$	1,099,757	$	947,616	$	670,471	$	1,480,968	$	958,003	$	1,472,521	$	759,622	$	44,398	$	7,433,356
Gross charge-offs: Total loans	$	1,648	$	3,079	$	16,353	$	1,991	$	3,972	$	1,418	$	—	$	—	$	28,461

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Loans evaluated individually

We evaluate loans individually when they no longer share risk characteristics with pooled loans. These loans include loans on non-accrual status, loans in bankruptcy, and modified loans as described below. If a specific allowance is warranted based on the borrower’s overall financial condition, the specific allowance is calculated based on discounted expected cash flows using the loan’s initial contractual effective interest rate or the fair value of the collateral less selling costs for collateral-dependent loans.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Management individually evaluates collateral-dependent loans with an amortized cost basis of $250 thousand or more and includes collateral-dependent loans less than $250 thousand within the general allowance population. The amortized cost basis of collateral-dependent loans over $250 thousand was as follows at June 30, 2026 and December 31, 2025:


	June 30, 2026
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	13,769	$	11,794	$	25,563
Owner occupied commercial real estate		4,829		1,078		5,907
Total commercial		18,598		12,872		31,470
Commercial real estate non-owner occupied:
Acquisition/development		5,798		—		5,798
Non-owner occupied		7,199		996		8,195
Total commercial real estate non-owner occupied		12,997		996		13,993
Residential real estate:
Senior lien		2,717		—		2,717
Total residential real estate		2,717		—		2,717
Total loans	$	34,312	$	13,868	$	48,180


	December 31, 2025
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	3,095	$	18,453	$	21,548
Owner occupied commercial real estate		4,563		1,052		5,615
Total commercial		7,658		19,505		27,163
Residential real estate:
Senior lien		1,030		—		1,030
Total residential real estate		1,030		—		1,030
Total loans	$	8,688	$	19,505	$	28,193

Loan modifications

The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. The Company considers loans to borrowers experiencing financial difficulties, where such a concession is utilized, to be modified loans. Modified loans may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof.

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The following schedules present, by loan class, the amortized cost basis for loans to borrowers experiencing financial difficulty that remain outstanding and were modified within the three and six months ended June 30, 2026:


	As of and for the three months ended June 30, 2026
							Combination - interest rate
	Term extension			Payment delay			reduction and term extension
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	152	0.0%	$	3,999	0.1%	$	—	0.0%
Owner occupied commercial real estate		—	0.0%		—	0.0%		5,557	0.4%
Total commercial		152	0.0%		3,999	0.1%		5,557	0.1%
Total loans	$	152	0.0%	$	3,999	0.0%	$	5,557	0.1%


	As of and for the six months ended June 30, 2026
							Combination - interest rate
	Term extension			Payment delay			reduction and term extension
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	152	0.0%	$	3,999	0.2%	$	—	0.0%
Owner occupied commercial real estate		—	0.0%		—	0.0%		5,557	0.5%
Total commercial		152	0.0%		3,999	0.1%		5,557	0.1%
Residential real estate:
Senior lien		59	0.0%		—	0.0%		—	0.0%
Total residential real estate		59	0.0%		—	0.0%		—	0.0%
Total loans	$	211	0.0%	$	3,999	0.1%	$	5,557	0.1%


	As of and for the three months ended June 30, 2025
	Term extension			Payment delay
	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	1,488	0.1%	$	8,277	0.4%
Owner occupied commercial real estate		2,004	0.2%		—	0.0%
Total commercial		3,492	0.1%		8,277	0.2%
Total loans	$	3,492	0.0%	$	8,277	0.1%


	As of and for the six months ended June 30, 2025
	Term extension			Payment delay			Reduction and term extension
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	1,488	0.1%	$	11,657	0.6%	$	—	0.0%
Owner occupied commercial real estate		2,004	0.2%		2,195	0.2%		—	0.0%
Total commercial		3,492	0.1%		13,852	0.3%		—	0.0%
Total loans	$	3,492	0.0%	$	13,852	0.2%	$	—	0.0%

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The following schedules present, by loan class, the payment status of loans that have been modified in the last twelve months as of the dates presented on an amortized cost basis:


	June 30, 2026
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	5,577	$	—	$	—	$	4,018
Owner occupied commercial real estate		5,557		—		—		—
Total commercial		11,134		—		—		4,018
Commercial real estate non-owner occupied:
Non-owner occupied		31,247		—		—		—
Total commercial real estate non-owner occupied		31,247		—		—		—
Residential real estate:
Senior lien		58		—		—		—
Total residential real estate		58		—		—		—
Total loans	$	42,439	$	—	$	—	$	4,018


	June 30, 2025
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	13,145	$	—	$	—	$	1,482
Owner occupied commercial real estate		2,195		—		—		2,004
Total commercial		15,340		—		—		3,486
Residential real estate:
Junior lien		—		—		—		40
Total residential real estate		—		—		—		40
Total loans	$	15,340	$	—	$	—	$	3,526

Accrual of interest is resumed on loans that were previously on non-accrual only after the loan has performed sufficiently for a period of time. During the three months ended June 30, 2026, the Company had one modified loan with amortized cost totaling $446 thousand that was modified within the past 12 months, utilizing a payment delay, that defaulted on their modified terms. During the six months ended June 30, 2026, the Company had four modified loans with amortized costs totaling $1.2 million that were modified within the past 12 months, utilizing payment delays, that defaulted on their modified terms. During the three months ended June 30, 2025, the Company had no modified loans that were modified within the past 12 months that defaulted on their modified terms. During the six months ended June 30, 2025, the Company had one modified loan with an amortized cost totaling $1.5 million that was modified within the past 12 months, utilizing a payment delay, that defaulted on its modified terms. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due on principal or interest. The allowance for credit losses related to modified loans on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as modified loans.

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The following schedules present the financial effect of the modifications made to borrowers experiencing financial difficulty as of and for the periods indicated:

As of and for the three months ended June 30, 2026

As of and for the six months ended June 30, 2026

Financial Effect

Term Extension

Payment Delay

Combination - Interest rate reduction and Term extension

Term Extension

Payment Delay

Combination - Interest rate reduction and Term extension

Commercial:

Commercial and industrial

Extended a weighted average of 1.7 years to the life of loans

Delayed payments for a weighted average of 0.3 years

Extended a weighted average of 1.7 years to the life of loans

Delayed payments for a weighted average of 0.3 years

Owner occupied commercial real estate

Reduced weighted average contractual interest rate from 9.25% to 7% and added weighted average of 0.4 years to the life of loans

Residential real estate:

Senior lien

Extended a weighted average of 10.9 years to the life of loans


	As of and for the three months ended June 30, 2025
	Financial Effect
	Term extension	Payment delay
Commercial:
Commercial and industrial	Extended a weighted average of 1.0 year to the life of loans	Extended a weighted average of 0.5 years to the life of loans
Owner occupied commercial real estate	Extended a weighted average of 0.7 years to the life of loans

Note 7 Allowance for Credit Losses

The tables below detail the Company’s allowance for credit losses as of the dates shown:


	Three months ended June 30, 2026
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	55,369	$	38,030	$	19,792	$	286	$	113,477
Allowance for credit loss at acquisition		2,920		(447)		—		—		2,473
Charge-offs		(6,311)		(1)		(25)		(171)		(6,508)
Recoveries		1		—		40		38		79
Provision expense (release) for credit losses on loans		2,482		(2,281)		412		137	`	750
Ending balance	$	54,461	$	35,301	$	20,219	$	290	$	110,271

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	Six months ended June 30, 2026
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	47,482	$	23,076	$	16,597	$	260	$	87,415
Allowance for credit loss at acquisition		13,092		14,618		4,208		17		31,935
Charge-offs		(13,762)		(1)		(76)		(426)		(14,265)
Recoveries		14		—		42		80		136
Provision expense (release) for credit losses on loans		7,635		(2,392)		(552)		359		5,050
Ending balance	$	54,461	$	35,301	$	20,219	$	290	$	110,271


	Three months ended June 30, 2025
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	48,058	$	23,494	$	18,307	$	333	$	90,192
Charge-offs		(977)		—		(1)		(180)		(1,158)
Recoveries		105		—		31		34		170
Provision expense (release) for credit losses on loans		748		(1,275)		92		124		(311)
Ending balance	$	47,934	$	22,219	$	18,429	$	311	$	88,893


	Six months ended June 30, 2025
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	48,552	$	26,136	$	19,426	$	341	$	94,455
Charge-offs		(14,546)		(1,467)		(1)		(395)		(16,409)
Recoveries		161		17		59		71		308
Provision expense (release) for credit losses on loans		13,767		(2,467)		(1,055)		294		10,539
Ending balance	$	47,934	$	22,219	$	18,429	$	311	$	88,893

In evaluating the loan portfolio for an appropriate ACL level, excluding loans evaluated individually, loans were grouped into segments based on broad characteristics such as primary use and underlying collateral. Within the segments, the portfolio was further disaggregated into classes of loans with similar attributes and risk characteristics for purposes of developing the underlying data used within the discounted cash flow model including, but not limited to, prepayment and recovery rates as well as loss rates tied to macro-economic conditions within management’s reasonable and supportable forecast. The ACL also includes subjective adjustments based upon qualitative risk factors including asset quality, loss trends, lending management, portfolio growth and loan review/internal audit results.

At June 30, 2026 and December 31, 2025, the allowance for credit losses totaled $110.3 million and $87.4 million, respectively. As a result of the Vista acquisition, we recorded $31.9 million of allowance for credit losses for the loans acquired. During the three months ended June 30, 2026, the Company recorded provision expense for credit losses totaling $1.5 million, including $750 thousand of provision expense for funded loans and $750 thousand of provision expense for unfunded loan commitments. During the six months ended June 30, 2026, the Company recorded provision expense for credit losses totaling $5.5 million, including $5.1 million of provision expense for funded loans and $0.4 million of provision expense for unfunded loan commitments. During the three months ended June 30, 2025, the Company recorded no provision expense for credit losses, During the six months ended June 30, 2025, the Company recorded provision expense for credit losses of $10.2 million, including provision expense for funded loans totaling $10.5 million and a provision release of $0.3 million for unfunded loan commitments.

During the three and six months ended June 30, 2026, net charge-offs on loans totaled $6.4 million and $14.1 million, respectively. During the three and six months ended June 30, 2025, net charge-offs on loans totaled $1.0 million and $16.1 million, respectively.

The Company has elected to exclude AIR from the allowance for credit losses calculation. As of June 30, 2026 and December 31, 2025, AIR from loans totaled $47.7 million and $38.3 million, respectively.

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Note 8 Goodwill and Intangible Assets

Goodwill and other intangible assets

In connection with our acquisitions, the Company’s goodwill was $455.4 million as of June 30, 2026. The Vista acquisition on January 7, 2026 added $149.4 million of goodwill. Goodwill is measured as the excess of the fair value of consideration paid over the fair value of net assets acquired. No goodwill impairment was recorded during the three or six months ended June 30, 2026 or the year ended December 31, 2025.

The gross carrying amounts of other intangible assets and the associated accumulated amortization at June 30, 2026 and December 31, 2025, are presented as follows:


	June 30, 2026						December 31, 2025
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Core deposit intangible	$	112,113	$	(64,384)	$	47,729	$	91,566	$	(60,739)	$	30,827
Customer relationship intangible		17,000		(7,031)		9,969		17,000		(6,059)		10,941
Acquired technology intangible		2,300		(1,380)		920		2,300		(1,150)		1,150
Trade name intangible		1,000		(50)		950		—		—		—
Total	$	132,413	$	(72,845)	$	59,568	$	110,866	$	(67,948)	$	42,918

The Vista acquisition on January 7, 2026 added a core deposit intangible totaling $20.5 million and a trade name intangible totaling $1.0 million.

The Company is amortizing intangibles from acquisitions over a weighted average period of 9.9 years from the date of the respective acquisitions. The core deposit, customer relationship and trade name intangibles are being amortized over a weighted average period of 10 years, and the acquired technology intangible is being amortized over a period of 5 years. The Company recognized other intangible assets amortization expense of $2.4 million and $4.9 million during the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, the Company recognized other intangible assets amortization expense of $1.9 million and $3.9 million, respectively.

The following table shows the estimated future amortization expense during the next five years for other intangible assets as of the periods presented:


		Amount
For the six months ending December 31, 2026	$	4,952
Years ending December 31,
2027		9,726
2028		8,212
2029		7,975
2030		7,853

Servicing Rights

Mortgage servicing rights

MSRs represent rights to service loans originated by the Company and sold to GSEs including FHLMC, FNMA, GNMA and FHLB and are included in other assets in the consolidated statements of financial condition. Mortgage loans serviced for others were $0.3 billion at June 30, 2026 and 2025.

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Below are the changes in the MSRs for the periods presented:


	For the six months ended June 30,
	2026		2025
Beginning balance	$	2,841	$	4,835
Originations		148		102
Sales		—		(1,811)
Amortization		(206)		(233)
Ending balance		2,783		2,893
Fair value of mortgage servicing rights	$	4,407	$	4,365

There were no sales of servicing rights for the six months ended June 30, 2026. For the six months ended June 30, 2025, the Company sold rights to service loans totaling $203.7 million in unpaid principal balances from our mortgage servicing rights portfolio. As a result of the sale, the book value of our mortgage servicing rights intangible decreased $1.8 million and generated a pre-tax gain of $0.6 million included in mortgage banking income in the consolidated statements of operations.

The fair value of MSRs was determined based upon a discounted cash flow analysis. The cash flow analysis included assumptions for discount rates and prepayment speeds. The discount rates ranged from 9.5% to 10.0% and the constant prepayment speed ranged from 6.2% to 9.7% for the June 30, 2026 valuation. The discount rate ranged from 10.0% to 10.5%, and the constant prepayment speed ranged from 6.0% to 12.8% for the June 30, 2025 valuation. Included in mortgage banking income in the consolidated statements of operations was servicing income of $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2025, respectively.

MSRs are evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying MSRs based on the predominant risk characteristics of the underlying loans, including loan type and loan term. There was no impairment of MSRs during the three or six months ended June 30, 2026 or 2025. The Company is amortizing the MSRs in proportion to and over the period of the estimated net servicing income of the underlying loans.

The following table shows the estimated future amortization expense during the next five years for the MSRs as of the periods presented:


		Amount
For the six months ending December 31, 2026	$	163
Years ending December 31,
2027		308
2028		271
2029		240
2030		211

SBA servicing asset

The SBA servicing asset represents the value associated with servicing small business real estate loans that have been sold to outside investors with servicing retained. The SBA servicing asset is evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying the SBA servicing asset based on the predominant risk characteristics of the underlying loans, including loan type and loan term. The Company is amortizing the SBA servicing asset in proportion to and over the period of the estimated net servicing income of the underlying loans. The Company serviced $121.4 million and $125.5 million of SBA loans that have been sold into the secondary market, as of June 30, 2026 and December 31, 2025, respectively. For the three and six months ended June 30, 2026, the Company recognized SBA servicing asset fee income totaling $0.2 million and $0.4 million, respectively. During the three and six months ended June 30, 2025, the Company recognized SBA servicing asset fee income totaling $0.1 million and $0.3 million, respectively.

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Below are the changes in the SBA servicing asset for the periods presented:


	For the six months ended June 30,
	2026		2025
Beginning balance	$	2,578	$	2,862
Originations		157		354
Disposals		(216)		(167)
Impairment		(18)		(68)
Amortization		(220)		(189)
Ending balance		2,281		2,792
Fair value of SBA servicing asset	$	2,281	$	2,792

The Company uses assumptions and estimates in determining the fair value of SBA loan servicing rights. These assumptions include prepayment speeds, discount rates, and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. For the six months ended June 30, 2026 and 2025, the key assumptions used to determine the fair value of the Company’s SBA servicing asset included weighted average lifetime constant prepayment rates equal to 16.2% and 16.2%, respectively, and weighted average discount rates equal to 10.0% and 10.6%, respectively.

The following table shows the estimated future amortization expense during the next five years for the SBA servicing asset as of the periods presented:


		Amount
For the six months ending December 31, 2026	$	137
Years ending December 31,
2027		258
2028		227
2029		199
2030		175

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Note 9 Borrowings

Borrowings consist of securities sold under agreements to repurchase, long-term debt and FHLB advances.

Securities sold under agreements to repurchase

The Company enters into repurchase agreements to facilitate the needs of its clients. As of June 30, 2026 and December 31, 2025, the Company sold securities under agreements to repurchase totaling $20.2 million and $17.4 million, respectively. The Company pledged mortgage-backed securities with a fair value of approximately $27.4 million and $28.5 million as of June 30, 2026 and December 31, 2025, respectively, for these agreements. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. As of June 30, 2026 and December 31, 2025, the Company had $7.1 million and $11.1 million, respectively, of excess collateral pledged for repurchase agreements.

Federal Home Loan Bank advances

As a member of the FHLB, the Banks have access to a line of credit and term financing from the FHLB with total available credit of $2.0 billion at June 30, 2026. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At June 30, 2026 and December 31, 2025, the Banks had $125.0 million and zero, respectively, of outstanding borrowings from the FHLB. The Banks may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged for FHLB advances at June 30, 2026 or December 31, 2025. Loans pledged were $3.6 billion and $2.4 billion at June 30, 2026 and December 31, 2025, respectively. The Company incurred $0.9 million and $1.0 million of interest expense related to FHLB advances for the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, the Company incurred $1.2 million and $2.3 million, respectively, of interest expense related to FHLB advances.

In connection with the acquisition, the Company paid off Vista’s FHLB term loan during the first quarter of 2026, which incurred a prepayment penalty totaling $0.1 million, included in interest on borrowings in the consolidated statements of operations for the six months ended June 30, 2026.

Long-term debt

During the first quarter of 2026, the Company closed a public offering of fixed-to-floating rate subordinated notes totaling $150.0 million. The balance on the notes at June 30, 2026, net of long-term debt issuance costs of $2.6 million, totaled $147.4 million. During the three months and six months ended June 30, 2026, interest expense totaling $2.2 million and $3.3 million, respectively, was recorded, in the consolidated statements of operations. From the issue date to February 15, 2031, or the date of earlier redemption, the Company will pay interest on the notes semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026, at a fixed annual interest rate equal to 5.875%. From February 15, 2031 to the maturity date, or the date of earlier redemption, the floating interest rate per annum will be equal to the three-month term SOFR plus a spread of 241 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2031. The notes will mature on February 15, 2036. The Company may, at its option, redeem the notes in whole or in part beginning with the interest payment date of February 15, 2031 and on any interest payment date thereafter. The Company deployed the net proceeds from the sale of the notes for general corporate purposes

The Company also holds a fixed-to-floating rate note totaling $40.0 million. The balance on the note as of June 30, 2026 and December 31, 2026, net of long-term debt issuance costs, totaled $40.0 million. During the three and six months ended June 30, 2026 and 2025 interest expense totaling $0.3 million and $0.6 million, respectively, was recorded in the consolidated statements of operations. The note is subordinated, unsecured and matures on November 15, 2031. Payments were 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). 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. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Prior to November 5, 2026, the Company may redeem the note only under certain limited circumstances. Beginning on November 5, 2026 through maturity, the note may be redeemed, at the Company’s option, on any scheduled interest payment date. 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. The note is not subject to redemption at the option of the holder.

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As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinated fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at June 30, 2026 and December 31, 2025 net of the fair value adjustment from the acquisition, totaled $15.0 million. Interest expense related to the notes totaling $0.1 million and $0.3 million was recorded in the consolidated statements of operations during the three and six months ended June 30, 2026 and 2025, respectively. The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments were interest only. Interest expense on the notes is payable semi-annually in arrears and bore interest at 3.75% per annum until June 15, 2026 (or any earlier redemption date). From June 15, 2026 until June 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 306 basis points. Beginning on June 15, 2026 through maturity, the notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest on the notes being redeemed up to but excluding the date of redemption. The notes are not subject to redemption at the option of the holder.

Note 10 Regulatory Capital

As a bank holding company that has elected to be treated as a financial holding company, the Company, NBH Bank and BOJHT are subject to regulatory capital adequacy requirements implemented by the Federal Reserve, in addition to those implemented by the FDIC for NBH Bank and BOJHT, including maintaining capital positions at the “well-capitalized” level. The federal banking agencies have risk based capital adequacy regulations intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. Under these regulations, assets are assigned to one of several risk categories, and nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by a risk adjustment percentage for the category. Regulatory authorities can initiate certain mandatory actions if the Company, NBH Bank or BOJHT fail to meet the minimum capital requirements, which could have a material effect on our financial statements and business generally.

Under the Basel III requirements, at June 30, 2026 and December 31, 2025, the Company and the Banks met all capital requirements, including the capital conservation buffer of 2.5%. The Company and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as detailed in the tables below:


	June 30, 2026
				Required to be			Required to be
				well capitalized under			considered
				prompt corrective			adequately
	Actual			action provisions			capitalized⁽¹⁾
	Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated	10.3%	$	1,230,519	N/A		N/A	4.0%	$	477,802
NBH Bank	10.3%		1,223,193	5.0%	$	595,277	4.0%		476,221
Bank of Jackson Hole Trust	38.4%		14,897	5.0%		1,941	4.0%		1,553
Common equity tier 1 risk based capital:
Consolidated	12.3%	$	1,230,519	N/A		N/A	7.0%	$	701,079
NBH Bank	12.3%		1,223,193	6.5%	$	647,927	7.0%		697,768
Bank of Jackson Hole Trust	140.7%		14,897	6.5%		688	7.0%		741
Tier 1 risk based capital ratio:
Consolidated	12.3%	$	1,230,519	N/A		N/A	8.5%	$	851,310
NBH Bank	12.3%		1,223,193	8.0%	$	797,449	8.5%		847,290
Bank of Jackson Hole Trust	140.7%		14,897	8.0%		847	8.5%		900
Total risk based capital ratio:
Consolidated	15.4%	$	1,544,336	N/A		N/A	10.5%	$	1,051,618
NBH Bank	13.4%		1,335,167	10.0%	$	996,811	10.5%		1,046,652
Bank of Jackson Hole Trust	141.2%		14,949	10.0%		1,059	10.5%		1,112

(1)

Includes the capital conservation buffer of 2.5%.

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	December 31, 2025
				Required to be			Required to be
				well capitalized under			considered
				prompt corrective			adequately
	Actual			action provisions			capitalized⁽¹⁾
	Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated	11.6%	$	1,101,481	N/A		N/A	4.0%	$	381,030
NBH Bank	10.2%		963,497	5.0%	$	474,353	4.0%		379,483
Bank of Jackson Hole Trust	34.2%		13,219	5.0%		1,934	4.0%		1,548
Common equity tier 1 risk based capital:
Consolidated	14.9%	$	1,101,481	N/A		N/A	7.0%	$	517,822
NBH Bank	13.1%		963,497	6.5%	$	477,845	7.0%		514,602
Bank of Jackson Hole Trust	79.3%		13,219	6.5%		1,083	7.0%		1,167
Tier 1 risk based capital ratio:
Consolidated	14.9%	$	1,101,481	N/A		N/A	8.5%	$	628,784
NBH Bank	13.1%		963,497	8.0%	$	588,117	8.5%		624,874
Bank of Jackson Hole Trust	79.3%		13,219	8.0%		1,333	8.5%		1,417
Total risk based capital ratio:
Consolidated	16.8%	$	1,244,572	N/A		N/A	10.5%	$	776,733
NBH Bank	14.3%		1,051,838	10.0%	$	735,146	10.5%		771,904
Bank of Jackson Hole Trust	79.5%		13,250	10.0%		1,667	10.5%		1,750


(1)		Includes the capital conservation buffer of 2.5%.

Note 11 Revenue from Contracts with Clients

Revenue is recognized when obligations under the terms of a contract with clients are satisfied. Below is the detail of the Company’s revenue from contracts with clients, including service charges and other deposit account related fees, bank card fees and other non-interest income. Other non-interest income includes trust and wealth management fees and Cambr fee income.

Service charges and other account-related fees

Service charge fees are primarily comprised of monthly service fees, check orders and other deposit account related fees. Other fees include revenue from processing wire transfers, bill pay service, cashier’s checks and other services. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account-related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients’ accounts.

Bank card fees

Bank card fees are primarily comprised of debit card income, ATM fees, merchant services income and other fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Bank cardholder uses a non-Bank ATM or a non-Bank cardholder uses a Bank ATM. Merchant services income mainly represents fees charged to merchants to process their debit card transactions. The Company’s performance obligation for bank card fees is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Other non-interest income

Trust and wealth management fees

The trust and wealth management business offers separately managed investment account solutions and trustee services to clients.

Services may include custody of assets, trustee services, wealth management, and directed trusts. The Company charges an asset-based fee earned for personal and corporate accounts. Additional fees may include minimum annual fees, fees for additional tax reporting and preparation for irrevocable trust returns or annual flat fees for certain trusts. The performance obligations related to this revenue include items such as performing investment advisory services, custody and record-keeping services, and fund administrative

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and accounting services. The performance obligations are satisfied upon completion of service and fees are generally a fixed flat rate or based on a percentage of the account’s market value per the contract with the client. These fees are recorded within other non-interest income in the consolidated statements of operations.

Cambr fee income

Cambr operates a deposit acquisition and processing platform that generates core deposits from accounts offered through third-party embedded finance companies. Cambr’s platform facilitates the movement of embedded finance companies’ client deposits into FDIC-insured accounts at banks within Cambr’s network. Cambr generates fee income by charging a percentage-based fee of the deposit balance placed into the Cambr network. The performance obligation is satisfied upon completion of service, and Cambr fee income is recorded within other non-interest income in the consolidated statements of operations.

Other non-interest expense

Included within other non-interest expense are gains and losses from OREO sales, which are recognized when the Company meets its performance obligation to transfer title to the buyer. The gain or loss is measured as the excess of the proceeds received compared to the OREO carrying value. Sales proceeds are received in cash at the time of transfer.

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606 and non-interest expense in-scope of Topic 606 for the three and six months ended June 30, 2026 and 2025:


	For the three months ended June 30,				For the six months ended June 30,
	2026		2025		2026		2025
Non-interest income
In-scope of Topic 606:
Service charges and other account-related fees	$	5,378	$	4,949	$	10,610	$	10,181
Bank card fees		4,616		4,732		8,950		8,926
Other non-interest income		1,946		1,435		3,737		2,831
Non-interest income (in-scope of Topic 606)		11,940		11,116		23,297		21,938
Non-interest income (out-of-scope of Topic 606)		7,826		5,950		14,448		10,504
Total non-interest income	$	19,766	$	17,066	$	37,745	$	32,442
Non-interest expense
In-scope of Topic 606:
Other non-interest expense⁽¹⁾	$	—	$	(38)	$	(12)	$	(38)
Total revenue in-scope of Topic 606	$	11,940	$	11,078	$	23,285	$	21,900


(1)		Other non-interest expense includes net gains (losses) from sales of OREO.

Contract acquisition costs

The Company utilizes the practical expedient which allows entities to expense immediately contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not capitalized any contract acquisition costs.

Note 12 Stock-based Compensation and Benefits

The Company provides stock-based compensation primarily in accordance with shareholder-approved plans.

To date, the Company has issued stock options, restricted stock and PSUs. If awarded, the Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of company common stock at the date of grant.

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Service and performance-based acquisition grants

In connection with the acquisition of Vista, the Company assumed the Vista Equity Plan and adopted the Inducement Plan. During the first quarter of 2026, the Company registered 95,396 shares under the Vista Equity Plan, which may be issuable upon the vesting or settlement of a portion of a restricted stock award granted under the Vista Equity Plan. These replacement awards consist of non-vested restricted shares of common stock that will vest based on continued service and had a weighted-average grant-date fair value of $39.33 per share.

During the first quarter of 2026, the Company issued 36,265 shares of common stock under the Inducement Plan, consisting of 22,398 non-vested restricted shares that vest based on continued service and 13,867 PSUs. The inducement awards had a weighted-average grant-date fair value of $39.59 per share. The PSUs vest based on performance conditions generally consistent with the Company’s other PSU awards, with one-half of the award based on the achievement of cumulative adjusted EPS targets and one-half based on relative ROTA subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. All awards are equity-classified and accounted for under ASC Topic 718, Compensation—Stock Compensation, with compensation expense recognized over the respective service or performance periods.

The Company granted 567,549 shares of common stock in 2026 in connection with the Vista acquisition, consisting of 378,366 restricted stock awards that vest based on continued service and 189,183 restricted stock awards that vest based on achievement of certain established performance metrics. The performance-based restricted stock awards will vest on December 15, 2026, subject to continued employment through such date and the achievement of: (i) with respect to 50% of such portion, the successful closing, integration and rebranding of the combined organization, as determined by the Board’s Compensation Committee in its sole discretion; and (ii) with respect to the other 50% of such portion, specified annual cost savings goals with respect to the combined organization directly resulting from the acquisition and integration of Vista through November 30, 2026. The remaining two-thirds of each such award are time-based and will vest in eight quarterly installments beginning on March 15, 2027, subject to continued employment through such vesting dates.

Restricted stock awards

The Company issues time-based restricted stock awards that generally vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

Performance stock units

The Company grants PSUs whereby the recorded fair value represents the value of the award at the initial target performance and does not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 180% of the initial target awards.

For all PSU components granted in 2026, one-half of the award is based on the Company’s cumulative adjusted earnings per share (EPS target), and one-half is based on the Company’s relative ROTA. On the vesting date, the Company’s annual ROTA will be compared to the respective ROTAs of companies comprising the S&P 600 Regional Banks group, and the Company’s ranking will be averaged over the measurement period to determine the shares available for settlement. Both halves will be subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the S&P 600 Regional Banks group as of the grant date to determine the relative TSR modifier to be applied to the PSU awards. The fair value of the PSUs was determined using a Monte Carlo Simulation at the grant date.

The weighted-average grant date fair value per unit for the awards granted during the six months ended June 30, 2026 of the EPS target portion and ROTA target portion was $39.66. During the six months ended June 30, 2026, the Company canceled 39,673 PSUs due to final performance results related to PSUs granted in 2023.

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The following table summarizes restricted stock and PSU activity during the six months ended June 30, 2026:


		Weighted			Weighted
	Restricted	average grant-		Performance	average grant-
	stock shares	date fair value		stock units	date fair value
Unvested at December 31, 2025	303,156	$	35.57	212,513	$	34.09
Granted	696,061		39.38	293,350		39.45
Adjustment due to performance	—		—	(39,673)		28.68
Vested	(174,609)		34.22	(25,876)		33.46
Forfeited	(7,164)		37.66	(1,300)		33.74
Unvested at June 30, 2026	817,444	$	39.08	439,014	$	38.20

As of June 30, 2026, the total unrecognized compensation cost related to the non-vested restricted stock awards and PSUs totaled $23.7 million and $10.0 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.4 years and 1.6 years, respectively. Expense related to non-vested restricted stock awards totaled $4.5 million and $8.5 million during the three and six months ended June 30, 2026, respectively, and $1.5 million and $2.6 million during the three and six months ended June 30, 2025, respectively. Expense related to non-vested PSUs totaled $2.6 million and $4.9 million during the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.1 million during the three and six months ended June 30, 2025, respectively. Expense related to non-vested restricted stock awards and PSUs is a component of salaries and benefits expense in the Company’s consolidated statements of operations.

Stock options

Prior to 2024, the Company issued stock options, which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire. As of June 30, 2026 and 2025, the Company had 509,376 and 555,656 stock options outstanding, respectively, at a weighted average exercise price of $33.19 and $32.95, respectively. No stock options were granted during the six months ended June 30, 2026. Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $4.6 thousand and $17.0 thousand for the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, stock option expense totaled $10.6 thousand and $53.5 thousand, respectively. At June 30, 2026, there was no unrecognized compensation cost related to non-vested stock options granted under the plans.

Associate stock purchase plan

The ASPP is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ASPP. Under the ASPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 188,269 was available for issuance as of June 30, 2026.

Under the ASPP, employees purchased 8,490 shares and 8,099 shares during the six months ended June 30, 2026 and 2025, respectively.

Note 13 Common Stock

The Company had 44,537,718 and 37,772,516 shares of common stock outstanding at June 30, 2026 and December 31, 2025, respectively, inclusive of 7,305,975 shares of common stock added to the Company’s total outstanding shares upon the closing of the Vista acquisition. Additionally, the Company had 817,444 and 303,156 shares outstanding at June 30, 2026 and December 31, 2025, respectively, of restricted common stock issued but not yet vested and are not included in shares outstanding until such time that they are vested. Of the 817,444 shares of restricted common stock issued but not yet vested at June 30, 2026, 715,548 shares were under the Omnibus Plan, 79,498 shares were under the Vista Equity Plan, and 22,398 shares were under the Inducement Plan. All shares of restricted common stock issued but not vested at December 31, 2025 were under the Omnibus Plan. All restricted shares under each plan have voting rights, however, restricted shares under the Omnibus Plan and Inducement Plan also have certain dividend rights.

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On January 27, 2026, the Company’s Board of Directors authorized a program to repurchase up to $100.0 million of the Company’s common stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. The new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors and announced on May 9, 2023. No time limit has been set for completion of the program. During the three months ended June 30, 2026, the Company repurchased 268,471 shares of common stock for $11.1 million. During the six months ended June 30, 2026, the Company repurchased 670,340 shares of common stock for $27.2 million. The remaining authorization under the current program as of June 30, 2026 was $72.8 million.

Note 14 Earnings Per Share

The Company calculates earnings per share under the two-class method, as certain non-vested share awards contain non-forfeitable rights to dividends. As such, these awards are considered securities that participate in the earnings of the Company. Non-vested shares are discussed further in note 13.

The Company had 44,537,718 and 38,045,622 shares of common stock outstanding as of June 30, 2026 and 2025, respectively, excluding issued but unvested restricted shares. Certain stock options and non-vested restricted shares are potentially dilutive securities, but are not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive for the three and six months ended June 30, 2026 and 2025.

The following table illustrates the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:


	For the three months ended				For the six months ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Net income	$	26,490	$	34,022	$	47,283	$	58,253
Less: income allocated to participating securities		(431)		(289)		(808)		(486)
Income allocated to common shareholders	$	26,059	$	33,733	$	46,475	$	57,767
Weighted average shares outstanding for basic earnings per common share		44,665,184		38,075,896		44,553,109		38,072,196
Dilutive effect of equity awards		250,606		75,914		208,239		114,464
Weighted average shares outstanding for diluted earnings per common share		44,915,790		38,151,810		44,761,348		38,186,660
Basic earnings per share	$	0.58	$	0.89	$	1.04	$	1.52
Diluted earnings per share		0.58		0.88		1.04		1.51

The Company had 509,376 and 555,656 outstanding stock options to purchase common stock at weighted average exercise prices of $33.19 and $32.95 per share at June 30, 2026 and 2025, respectively, which have time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those stock options is dilutive. The Company had 439,014 and 219,190 unvested PSUs issued as of June 30, 2026 and 2025, respectively, which have performance, market and/or time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those units is dilutive. The Company had 79,498 and zero unvested restricted shares issued as of June 30, 2026 and 2025, respectively, which do not have dividend rights, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those units is dilutive.

Note 15 Derivatives

Risk management objective of using derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company has established policies stipulating that neither carrying value nor fair value at risk should exceed established guidelines. The Company has designed strategies to confine these risks within the established limits and identify appropriate trade-offs in the financial structure of its balance sheet. These strategies include the use of derivative financial instruments to help achieve the desired balance sheet repricing structure while meeting the desired objectives of its clients. Currently, the Company employs certain interest rate swaps that

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are designated as fair value hedges, cash flow hedges and economic hedges. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

Fair values of derivative instruments on the balance sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated statements of financial condition as of June 30, 2026 and December 31, 2025. Information about the valuation methods used to measure fair value is provided in note 17.


		Asset derivatives fair value					Liability derivatives fair value
	Balance Sheet	June 30,		December 31,		Balance Sheet	June 30,		December 31,
	location	2026		2025		location	2026		2025
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	24,473	$	21,929	Other liabilities	$	862	$	1,866
Total derivatives designated as hedging instruments		$	24,473	$	21,929		$	862	$	1,866

Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	5,825	$	7,221	Other liabilities	$	5,833	$	7,227
Interest rate lock commitments	Other assets		349		283	Other liabilities		3		1
Forward contracts	Other assets		3		—	Other liabilities		69		87
Total derivatives not designated as hedging instruments		$	6,177	$	7,504		$	5,905	$	7,315

Cash flow hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses floors and collars as part of its interest rate risk management strategy. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an up-front premium. Interest rate collars designated as cash flow hedges involve the payments of variable-rate amounts if interest rates rise above the cap strike rate on the contract and receipt of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

For derivatives that qualify and are designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income in the same periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis. The earnings recognition of excluded components is included in interest income. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate assets. As of June 30, 2026, the Company had cash flow hedges with a notional amount of $50.0 million. The Company expects to reclassify $0.3 million from AOCI as a reduction to interest income during the next 12 months.

Fair value hedges

Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2026 and December 31, 2025, the Company had interest rate swaps with a notional amount of $405.2 million and $365.2 million, respectively, which were designated as fair value hedges of interest rate risk.

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For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. The following table presents the Company’s fixed-rate loans associated with the interest rate swaps and the loss included in loans receivable in the statements of financial condition as of the dates shown:

Cumulative amount of fair value

hedging adjustment included in the

Carrying amount of hedged assets

carrying amount of hedged assets⁽¹⁾

Line item in the consolidated statements of financial

June 30,

December 31,

June 30,

December 31,

condition in which the hedged item is included

2026

2025

2026

2025

Loans receivable

406,238

457,658

(23,179)

(18,812)


(1)		Fair value hedge adjustments included basis adjustments on terminated positions to be amortized through the contractual maturity date of each respective hedged item. Excluding those terminated positions, the fair value hedge adjustments consisted of losses totaling $24.8 million and $20.7 million as of June 30, 2026 and December 31, 2025, respectively.

Non-designated hedges

Derivatives not designated as hedges are not speculative and consist of interest rate swaps with commercial banking clients that facilitate their respective risk management strategies. Interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client swaps and the offsetting swaps are recognized directly in earnings. As of June 30, 2026 and December 31, 2025, the Company had matched interest rate swap transactions with an aggregate notional amount of $957.5 million and $777.7 million, respectively, related to this program. Derivative fee income from non-designated hedges totaled $0.5 million and $1.1 million for the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, derivative fee income from non-designated hedges totaled zero and $0.2 million, respectively.

As part of its mortgage banking activities, the Company enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the clients have locked into that interest rate. The Company then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Fair value changes of certain loans under interest rate lock commitments are hedged with forward sales contracts of MBS. Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in non-interest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Company determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying assets. The fair value of the underlying assets is impacted by current interest rates, remaining origination fees, costs of production to be incurred and the probability that the interest rate lock commitments will close or will be funded.

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Company does not expect any counterparty to any MBS contract to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Company fails to deliver the loans subject to interest rate risk lock commitments, it will still be obligated to “pair off” MBS to the counterparty. Should this be required, the Company could incur significant costs in acquiring replacement loans and such costs could have an adverse effect on the consolidated financial statements.

The fair value of the mortgage banking derivative is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

The Company had interest rate lock commitments with a notional value of $22.9 million and forward contracts with a notional value of $31.5 million at June 30, 2026. At December 31, 2025, the Company had interest rate lock commitments with a notional value of $16.7 million and forward contracts with a notional value of $34.0 million.

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Effect of derivative instruments on the consolidated statements of operations and accumulated other comprehensive income

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:


	Location of gain (loss)	Amount of gain (loss) recognized in income on derivatives
	recognized in income on	For the three months ended June 30,				For the six months ended June 30,
Derivatives in hedging relationships	derivatives	2026		2025		2026		2025
Fair value hedging relationships - Interest rate products	Interest and fees on loans	$	3,733	$	(1,264)	$	5,620	$	(6,107)
Cash flow hedging relationships - Interest rate products	Interest and fees on loans		(77)		(366)		(197)		(721)
Total		$	3,656	$	(1,630)	$	5,423	$	(6,828)

Location of gain (loss)

Amount of (loss) gain recognized in income on derivatives

recognized in income on

For the three months ended June 30,

For the six months ended June 30,

Hedged items

hedged items

2026

2025

2026

2025

Interest rate products

Interest and fees on loans

(3,108)

2,759

(4,366)

9,084


	Location of gain (loss)	Amount of gain (loss) recognized in income on derivatives
Derivatives not designated	recognized in income on	For the three months ended June 30,				For the six months ended June 30,
as hedging instruments	derivatives	2026		2025		2026		2025
Interest rate products	Other non-interest expense	$	128	$	1	$	(3)	$	(1)
Interest rate lock commitments	Mortgage banking income		(92)		(175)		102		359
Forward contracts	Mortgage banking income		(241)		(164)		21		(342)
Total		$	(205)	$	(338)	$	120	$	16

The tables below present the effect of cash flow hedge accounting on AOCI as of the dates presented.


	For the three months ended June 30, 2026
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Loss recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(43)	$	(5)	$	(38)	Interest income	$	(77)	$	—	$	(77)


	For the six months ended June 30, 2026
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Gain recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(65)	$	(87)	$	22	Interest income	$	(197)	$	(29)	$	(168)


	For the three months ended June 30, 2025
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Loss recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(65)	$	(51)	$	(14)	Interest income	$	(366)	$	(248)	$	(118)


	For the six months ended June 30, 2025
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Loss recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(46)	$	(36)	$	(10)	Interest income	$	(721)	$	(487)	$	(234)

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Credit-risk-related contingent features

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness for reasons other than an error or omission of an administrative or operational nature, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company is party to agreements with certain derivative counterparties that provide the counterparties the right to terminate derivative positions if the Company fails to maintain its status as a well-capitalized or adequately capitalized institution. In such event, the Company would be required to settle its obligations under the agreements.

As of June 30, 2026, the termination value of derivatives in a net liability position related to these agreements was zero. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and, as of June 30, 2026, the Company had met these thresholds. If the Company had breached any of these provisions at June 30, 2026, it could have been required to settle its obligations under the agreements at the termination value.

Note 16 Commitments and Contingencies

Commitments

In the normal course of business, the Company enters into various off-balance sheet commitments to help meet the financing needs of clients. These financial instruments include commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. The same credit policies are applied to these commitments as the loans in the consolidated statements of financial condition; however, these commitments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. However, the contractual amount of these commitments, offset by any additional collateral pledged, represents the Company’s potential credit loss exposure.

Total unfunded commitments at June 30, 2026 and December 31, 2025 were as follows:


	June 30, 2026		December 31, 2025
Commitments to fund loans	$	907,394	$	499,960
Unfunded commitments under lines of credit		861,830		640,181
Commercial and standby letters of credit		159,966		7,987
Total unfunded commitments	$	1,929,190	$	1,148,128

Commitments to fund loans—Commitments to fund loans are legally binding agreements to lend to clients in accordance with predetermined contractual provisions provided there have been no violations of any conditions specified in the contract. These commitments are generally at variable interest rates and are for specific periods or contain termination clauses and may require the payment of a fee. The total amounts of unused commitments are not necessarily representative of future credit exposure or cash requirements, as commitments often expire without being drawn upon.

Unfunded commitments under lines of credit—In the ordinary course of business, the Company extends revolving credit to its clients. These arrangements may require the payment of a fee.

Commercial and standby letters of credit—The Company routinely issues commercial and standby letters of credit, which may be financial standby letters of credit or performance standby letters of credit. These are various forms of “back-up” commitments to guarantee the performance of a client to a third party. While these arrangements represent a potential cash outlay for the Company, the majority of these letters of credit will expire without being drawn upon. Letters of credit are subject to the same underwriting and credit approval process as traditional loans, and as such, many of them have various forms of collateral securing the commitment, which may include real estate, personal property, receivables or marketable securities.

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Contingencies

Mortgage loans sold to investors may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company established a reserve liability for expected losses related to these representations and warranties based upon management’s evaluation of actual and historical loss history, delinquency trends or other documentation or deficiency findings in the portfolio and economic conditions. Charges against the reserve during the three and six months ended June 30, 2026 totaling $40 thousand and $60 thousand, respectively, were primarily driven by early payoffs and repurchases. Charges against the reserve during the three and six months ended June 30, 2025 totaling $21 thousand and $66 thousand, respectively, were primarily driven by early payoffs and repurchases. The repurchase reserve is included in other liabilities in the consolidated statements of financial condition.

The following table summarizes mortgage repurchase reserve activity for the periods presented:


	For the three months ended June 30,				For the six months ended June 30,
	2026		2025		2026		2025
Beginning balance	$	487	$	865	$	557	$	1,000
Provision released from operating expense, net		—		(120)		(50)		(210)
Charge-offs		(40)		(21)		(60)		(66)
Ending balance	$	447	$	724	$	447	$	724

In the ordinary course of business, the Company or the Banks may be subject to litigation. Based upon the available information and advice from the Company’s legal counsel, management does not believe that any potential, threatened or pending litigation to which it is, or would reasonably become, a party will have a material adverse effect on the Company’s liquidity, financial condition or results of operations.

Note 17 Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels are defined as follows:

●

Level 1—Includes assets or liabilities in which the valuation methodologies are based on unadjusted quoted prices in active markets for identical assets or liabilities.

●

Level 2—Includes assets or liabilities in which the inputs to the valuation methodologies are based on similar assets or liabilities in inactive markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs other than quoted prices that are observable, such as interest rates, yield curves, volatilities, prepayment speeds and other inputs obtained from observable market input.

●

Level 3—Includes assets or liabilities in which the inputs to the valuation methodology are based on at least one significant assumption that is not observable in the marketplace. These valuations may rely on management’s judgment and may include internally developed model-based valuation techniques.

Level 1 inputs are considered to be the most transparent and reliable and level 3 inputs are considered to be the least transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. While third-party price indications may be available in those cases, limited trading activity can challenge the observability of those inputs.

Changes in the valuation inputs used for measuring the fair value of financial instruments may occur due to changes in current market conditions or other factors. Such changes may necessitate a transfer of the financial instruments to another level in the hierarchy based

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on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfer occurs. During the six months ended June 30, 2026 and 2025, there were no transfers of financial instruments between the hierarchy levels.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the valuation hierarchy:

Fair Value of Financial Instruments Measured on a Recurring Basis

Investment securities available-for-sale—Investment securities available-for-sale are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as level 1. When quoted market prices in active markets for identical assets or liabilities are not available, quoted prices of securities with similar characteristics, discounted cash flows or other pricing characteristics are used to estimate fair values and the securities are then classified as level 2.

Equity securities with readily determinable fair values—Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. These securities are carried at fair value on a recurring basis based on quoted market prices and are classified as level 1.

Loans held for sale—The Company has elected to record loans originated and intended for sale in the secondary market at estimated fair value. The portfolio consists primarily of fixed rate residential mortgage loans that are sold within 45 days. The Company estimates fair value based on quoted market prices for similar loans in the secondary market and are classified as level 2.

Interest rate swap derivatives—The Company’s derivative instruments are limited to interest rate swaps that may be accounted for as fair value hedges or non-designated hedges. The fair values of the swaps incorporate credit valuation adjustments in order to appropriately reflect nonperformance risk in the fair value measurements. The credit valuation adjustment is the dollar amount of the fair value adjustment related to credit risk and utilizes a probability weighted calculation to quantify the potential loss over the life of the trade. The credit valuation adjustments are calculated by determining the total expected exposure of the derivatives (which incorporates both the current and potential future exposure) and then applying the respective counterparties’ credit spreads to the exposure offset by marketable collateral posted, if any. Certain derivative transactions are executed with counterparties who are large financial institutions, or dealers. ISDA Master Agreements are employed for all contracts with dealers. These contracts contain bilateral collateral arrangements. The fair value inputs of these financial instruments are determined using discounted cash flow analysis through the use of third-party models whose significant inputs are readily observable market parameters, primarily yield curves, with appropriate adjustments for liquidity and credit risk, and are classified as level 2.

Mortgage banking derivatives—The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an average 86.6% estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

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The tables below present the financial instruments measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 in the consolidated statements of financial condition utilizing the hierarchy structure described above:


	June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	53,675	$	—	$	—	$	53,675
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		201,135		—		201,135
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		330,472		—		330,472
Equity securities with readily determinable fair values		332		—		—		332
Loans held for sale		—		26,486		—		26,486
Interest rate swap derivatives		—		30,298		—		30,298
Mortgage banking derivatives		—		—		352		352
Total assets at fair value	$	54,007	$	588,391	$	352	$	642,750
Liabilities:
Interest rate swap derivatives	$	—	$	6,695	$	—	$	6,695
Mortgage banking derivatives		—		—		72		72
Total liabilities at fair value	$	—	$	6,695	$	72	$	6,767


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	74,226	$	—	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		157,665		—		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		296,026		—		296,026
Equity securities with readily determinable fair values		5,059		—		—		5,059
Loans held for sale		—		25,695		—		25,695
Interest rate swap derivatives		—		29,150		—		29,150
Mortgage banking derivatives		—		—		283		283
Total assets at fair value	$	79,285	$	508,536	$	283	$	588,104
Liabilities:
Interest rate swap derivatives	$	—	$	9,093	$	—	$	9,093
Mortgage banking derivatives		—		—		88		88
Total liabilities at fair value	$	—	$	9,093	$	88	$	9,181

The table below details the changes in level 3 financial instruments during the six months ended June 30, 2026:


	Mortgage banking
	derivatives, net
Balance at December 31, 2025	$	195
Gain included in earnings, net		123
Fees and (costs) included in earnings, net		(38)
Balance at June 30, 2026	$	280

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Fair Value of Financial Instruments Measured on a Non-recurring Basis

Certain assets may be recorded at fair value on a non-recurring basis as conditions warrant. These non-recurring fair value measurements typically result from the application of lower of cost or fair value accounting or a write-down occurring during the period.

Individually evaluated loans—The Company records individually evaluated loans based on the fair value of the collateral when it is probable that the Company will be unable to collect all contractual amounts due in accordance with the terms of the loan agreement. The Company relies on third-party appraisals and internal assessments, utilizing a discount rate in the range of 3% - 31% with a weighted average discount rate of 7.6% in determining the estimated fair values of these loans. The inputs used to determine the fair values of loans are considered level 3 inputs in the fair value hierarchy. At June 30, 2026, the Company recorded a specific reserve of $14.2 million related to 23 loans with a carrying balance of $114.0 million. At June 30, 2025, the Company recorded a specific reserve of $6.3 million related to 15 loans with a carrying balance of $26.0 million. The increase at June 30, 2026, compared to the same period in the prior year, was primarily due to $7.8 million of specific reserves related to acquired Vista loans.

Premises and equipment—During the first quarter of 2026, the Company approved plans to consolidate nine banking centers. The respective banking centers were subsequently closed in the second quarter of 2026. Premises and equipment were written down to estimated fair value less costs to sell in the first quarter of 2026 when the held-for-sale criteria was met. Fair value is estimated in a process that considers current local commercial real estate market conditions, the judgment of the sales agent and often involves obtaining third-party appraisals from certified real estate appraisers. These fair value measurements are classified as level 3. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. For the six months ended June 30, 2026, the Company recognized $0.8 million of impairment in its consolidated statements of operations related to premises and equipment classified as held-for-sale totaling $3.1 million.

Mortgage servicing rights—MSRs represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes discount rates from 9.5% to 10.0% at June 30, 2026 and a constant prepayment speed assumption range of 6.2% to 9.7% with a weighted average rate of 6.4% at June 30, 2026. The weighted average MSRs are subject to impairment testing. The carrying values of these MSRs are reviewed quarterly for impairment based upon the calculation of fair value. For purposes of measuring impairment, the MSRs are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a value less than the carrying value, MSRs are adjusted to fair value through a valuation allowance and the adjustment is included in mortgage banking income in the consolidated statements of operations. During the six months ended June 30, 2026 and 2025, the Company recorded no impairments. The inputs used to determine the fair values of MSRs are considered level 3 inputs in the fair value hierarchy.

SBA servicing asset—The SBA servicing asset represents the value associated with servicing small business real estate loans that have been sold to outside investors with servicing retained. The fair value for the SBA servicing asset is determined through a discounted cash flow analysis and utilizes a weighted average discount rate of 10.0% and a weighted average lifetime constant prepayment rate of 16.2%. The SBA servicing asset is amortized over the period of the estimated future net servicing life of the underlying assets, and it is evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is recognized in the consolidated statement of operations to the extent the fair value is less than the capitalized amount of the SBA servicing asset. The Company recorded $17.6 thousand and $68.0 thousand of impairment for the six months ended June 30, 2026 and 2025, respectively.

The Company may be required to record fair value adjustments on other available-for-sale and municipal securities valued at par on a non-recurring basis.

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The tables below provide information regarding losses from assets recorded at fair value on a non-recurring basis during the six months ended June 30, 2026 and 2025:


	June 30, 2026
	Total		Losses from fair value changes
Individually evaluated loans	$	114,036	$	9,485
Premises and equipment		2,175		763
Total	$	116,211	$	10,248


	June 30, 2025
	Total		Losses from fair value changes
Individually evaluated loans	$	51,395	$	15,994
SBA servicing rights		2,792		68
Total	$	54,187	$	16,062

The Company did not record any liabilities measured at fair value on a non-recurring basis during the six months ended June 30, 2026 or 2025.

Note 18 Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is determined based upon quoted market prices to the extent possible; however, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques that may be significantly impacted by the assumptions used, including the discount rate and estimates of future cash flows. Changes in any of these assumptions could significantly affect the fair value estimates. The fair value of the financial instruments listed below does not reflect a premium or discount that could result from offering all of the Company’s holdings of financial instruments at one time, nor does it reflect the underlying value of the Company, as ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies and are based on the exit price concept within ASC Topic 825 and applied to this disclosure on a prospective basis. Considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.

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The fair value of financial instruments at June 30, 2026 and December 31, 2025 are set forth below:


	Level in fair value	June 30, 2026				December 31, 2025
	measurement	Carrying		Estimated		Carrying		Estimated
	hierarchy	amount		fair value		amount		fair value
ASSETS
Cash and cash equivalents	Level 1	$	380,696	$	380,696	$	417,058	$	417,058
U.S. Treasury securities - AFS	Level 1		53,675		53,675		74,226		74,226
U.S. Treasury securities - HTM	Level 1		—		—		24,900		24,851
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		201,135		201,135		157,665		157,665
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		330,472		330,472		296,026		296,026
Other available-for-sale securities	Level 3		251		251		722		722
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		236,687		212,335		236,535		213,974
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		521,536		484,390		390,297		358,624
Equity securities with readily determinable fair values	Level 1		332		332		5,059		5,059
FRB and FHLB stock	Level 2		42,854		42,854		24,641		24,641
Loans receivable	Level 3		9,774,052		9,525,099		7,433,356		7,274,904
Loans held for sale	Level 2		26,486		26,486		25,695		25,695
Accrued interest receivable	Level 2		51,892		51,892		41,951		41,951
Interest rate swap derivatives	Level 2		30,298		30,298		29,150		29,150
Mortgage banking derivatives	Level 3		352		352		283		283
LIABILITIES
Deposit transaction accounts	Level 2		9,119,775		9,119,775		7,142,863		7,142,863
Time deposits	Level 2		1,269,658		1,271,253		1,149,771		1,157,231
Securities sold under agreements to repurchase	Level 2		20,239		20,239		17,350		17,350
Long-term debt	Level 2		204,676		202,003		54,719		53,165
Federal Home Loan Bank advances	Level 2		125,000		125,000		—		—
Accrued interest payable	Level 2		20,230		20,230		18,017		18,017
Interest rate swap derivatives	Level 2		6,695		6,695		9,093		9,093
Mortgage banking derivatives	Level 3		72		72		88		88

Note 19 Business Segment

The Company has aligned its operations into one reportable segment. Key metrics used to evaluate the segment include consolidated net income and its major components. Revenue and expenses are consistent with the consolidated statement of operations, and the measure of segment assets is consistent with total consolidated assets on the balance sheet.

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Item 2. 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 three and six months ended June 30, 2026, and with our annual report on Form 10-K (file number 001-35654), which includes our audited consolidated financial statements and related notes as of and for the years ended December 31, 2025, 2024 and 2023.Our acquisition of Vista occurred on January 7, 2026, subsequent to the dates of information in our most recent report on Form 10-K, and comparisons herein to quarters or years prior to January 7, 2026 should be reviewed with that context. 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 in Item 1A“Risk Factors” in the annual report on Form 10-K, referenced above, and should be read herewith.

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. We believe in providing solutions and services for our clients that are based on fairness and simplicity. We have established a solid financial services franchise with a sizable presence for deposit gathering and building client relationships necessary for growth. We have executed on strategic acquisition opportunities to expand our presence in attractive markets and to diversify our revenue streams. Our digital banking solution, 2UniFi^SM, continues to focus on providing a unified client experience that helps small- and medium-sized business owners manage financial products and services across multiple banks and fintechs. We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho and Palm Beach, Florida, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities. As of June 30, 2026, we had $12.6 billion in assets, $9.8 billion in loans, $10.4 billion in deposits, $1.7 billion in equity and $1.5 billion in assets under management in our trust and wealth management business.

Operating Highlights

Strategic execution



●		The Company closed the acquisition of Vista on January 7, 2026, which further strengthens the Company’s presence in the high-growth Dallas-Ft. Worth, Austin, and Lubbock, Texas markets. The acquisition added $1.9 billion in total loans and $2.2 billion in total deposits at the closing date. The transaction was valued at $377.7 million in the aggregate, based on the Company’s closing price of $39.51 on January 6, 2026. The Company paid $89.0 million of cash consideration and $288.7 million in NBHC common stock. In addition, the Company held $45.0 million in debt of Vista that was effectively settled upon closing. The core system conversion for this transaction was completed in July 2026.
●	The Company generated record loan fundings of $926.9 million in the second quarter of 2026, and year-to-date annualized organic loan growth totaled 9.7%.
●	Enhanced shareholder returns by executing $27.2 million of share buybacks for the six months ended June 30, 2026.

Profitability and returns


●		Net income totaled $47.3 million, or $1.04 per diluted share, for the six months ended June 30, 2026, compared to net income of $58.3 million, or $1.51 per diluted share, for the six months ended June 30, 2025. During the six months ended June 30, 2026, acquisition and restructuring charges totaled $20.6 million, after tax. Adjusted net income, excluding these items, increased $9.7 million, or 16.6%, to $67.9 million, during the six months ended June 30, 2026. Adjusted earnings per–diluted share totaled $1.50 for the six months ended June 30, 2026.
●		Pre-provision net revenue FTE totaled $68.5 million and $85.4 million for the six months ended June 30, 2026 and 2025, respectively. Excluding acquisition and restructuring charges, adjusted pre-provision net revenue FTE increased $9.9 million, or 11.5%, to $95.3 million for the six months ended June 30, 2026, compared to $85.4 million for the same period in the prior year.

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●		The return on average assets totaled 0.78% and 1.19% for the six months ended June 30, 2026 and 2025, respectively. Excluding acquisition and restructuring charges, the adjusted return on average tangible assets totaled 1.23% for the six months ended June 30, 2026, compared to 1.29% for the same period in the prior year.
●		The return on average equity totaled 5.68% for the six months ended June 30, 2026, compared to 8.80% for the six months ended June 30, 2025. Excluding acquisition and restructuring charges, the adjusted return on average tangible common equity for the six months ended June 30, 2026 was 12.11%, compared to 12.44% for the six months ended June 30, 2025.

Loan portfolio


●		Loans increased $2.3 billion, or 31.5%, to $9.8 billion as of June 30, 2026, compared to $7.4 billion at December 31, 2025. The increase was driven by record loan fundings totaling $1.7 billion for the six months ended June 30, 2026, in addition to the acquired Vista loans totaling $1.9 billion on January 7, 2026.
●		The Company’s loan portfolio is comprised of 57.3% commercial loans, 27.1% non-owner occupied CRE loans, 15.4% residential loans, and 0.2% other loans.
●		The Company maintained a conservatively structured loan portfolio represented by diverse industries and sector concentrations at 15% or less of total loans. All concentration levels remain well below our self-imposed limits.
●		Non-owner occupied CRE loans, which are comprised of multiple industry sectors, were 171.6% of the Company’s risk based capital, or 27.1%, of total loans, and no specific property type comprised more than 7.0% of total loans at June 30, 2026.
●		The Company maintains a low level of non-owner occupied CRE retail properties and office properties. Including available credit, non-owner occupied CRE retail and office properties comprised 3.7% and 2.3% of total loans, respectively, at June 30, 2026. Multifamily loans totaled $299.8 million, or 3.1% of total loans at June 30, 2026.
●		We do not originate high-dollar non-amortizing or balloon payment mortgage loans to our clients.

Credit quality


●		Allowance for credit losses totaled 1.13% of total loans at June 30, 2026, compared to 1.18% at December 31, 2025.
●		The Company continued to prudently manage credit risk in 2026, further strengthening our credit profile. Non-performing loans improved three basis points to 0.31% of total loans at June 30, 2026, compared to 0.34% at December 31, 2025.
●		Criticized loans decreased $16.3 million, or 5.2%, to $298.0 million as of June 30, 2026, compared to December 31, 2025.
●		Provision expense for credit losses totaled $5.5 million and $10.2 million during the six months ended June 30, 2026 and 2025, respectively.
●		Net charge-offs of $14.1 million and $16.1 million were recorded during the six months ended June 30, 2026 and 2025, respectively, and annualized net charge-offs to average total loans totaled 0.30% and 0.43% for the six months ended June 30, 2026 and 2025, respectively.

Deposits

		.9
●		Average total deposits for the six months ended June 30, 2026 increased $1.9 billion to $10.2 billion, compared to the six months ended June 30, 2025. The increase was driven by $2.2 billion of total deposits, on a spot basis, related to the Vista acquisition on January 7, 2026.
●		Average transaction deposits for the six months ended June 30, 2026 increased $1.7 billion to $8.9 billion, compared to the six months ended June 30, 2025. The increase was driven by $2.0 billion of transaction deposits, on a spot basis, related to the Vista acquisition.
●		The mix of transaction deposits to total deposits increased 77 basis points to 87.8% at June 30, 2026, compared to June 30, 2025.
●		Cost of deposits improved 11 basis points to 1.93% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as a result of our disciplined deposit pricing.
●		Approximately 69% of our deposits were FDIC insured as of June 30, 2026.

Liquidity

●

The Company prudently manages liquidity and maintains a profile focused on core deposits and stable, long-term and

diversified funding sources, including access to Cambr platform deposits.

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●		On-balance sheet liquidity totaled $915.3 million at June 30, 2026 and was comprised of $380.7 million of cash and $534.6 million of unencumbered investments.
●		Liquidity is monitored and managed to ensure that sufficient funds are available on-demand to meet our business needs. At June 30, 2026, the Company’s available secured and committed borrowing capacity at the FHLB and FRB totaled $3.9 billion. 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 targets a neutral interest rate position. The portfolio is entirely backed by U.S. government or GSEs, which we believe mitigates the risk of material losses. Regarding the fair value of investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.

Revenues


●		Net interest income FTE increased $44.6 million, or 25.1%, to $222.5 million during the six months ended June 30, 2026, compared to the same period of the prior year. The increase was driven by a $1.6 billion increase in average acquired loans and $232.4 million of average originated loan growth.
●		The net interest margin FTE expanded six basis points to 4.00% for the six months ended June 30, 2026, compared to the six months ended June 30, 2026, driven by an eight basis point improvement in the cost of funds.
●		During the six months ended June 30, 2026, non-interest income increased $5.3 million, or 16.3%, to $37.7 million, compared to the six months ended June 30, 2025, driven by increases in our diversified sources of fee income including service charges and bank card fees, income from partnership investments, swap fee income, and trust income.

Expenses


●		Non-interest expense totaled $191.8 million, which included $26.6 million of acquisition and restructuring expenses, during the six months ended June 30, 2026. Non-interest expense during the six months ended June 30, 2025 totaled $124.9 million. Excluding the acquisition and restructuring expenses, adjusted non-interest expense during the six months ended June 30, 2026 totaled $165.2 million, increasing from the same period prior year, primarily due to our recent acquisition.
●		During the six months ended June 30, 2026, the efficiency ratio FTE totaled 73.7%, compared to 59.4% in the same period prior year. The adjusted efficiency ratio FTE totaled 61.6% for the six months ended June 30, 2026, compared to 57.5% during the same period prior year.
●		Income tax expense totaled $11.3 million during the six months ended June 30, 2026, compared to $13.1 million in the same period of the prior year. The effective tax rate for the six months ended June 30, 2026 was 19.2%, compared to 18.0% for the full year 2025.

Capital


●		The Company paid dividends of $0.64 per common share during the six months ended June 30, 2026, and declared a quarterly dividend of $0.32 per common share during the third quarter of 2026.
●		On January 27, 2026 the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of the Company’s stock. This new program replaces the old stock repurchase program approved in May of 2023 in its entirety. During the six months ended June 30, 2026, the Company repurchased 670,340 shares of common stock for $27.2 million as part of our capital strategy.
●		Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. At June 30, 2026, our consolidated tier 1 leverage ratio was 10.30%, and our consolidated common equity tier 1 and tier 1 risk based capital ratios were 12.29%.
●		The ratio of total shareholders’ equity to total assets was 13.3% at June 30, 2026, compared to 14.0% at December 31, 2025. Our tangible common equity capital ratio, which includes accumulated other comprehensive loss, totaled 9.7% at June 30, 2026, compared to 11.0% at December 31, 2025, after deploying capital for the Vista acquisition.

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Key Challenges

Macroeconomic pressures have resulted in volatility and uncertainty in the banking industry and many other industries. Liquidity within the financial services sector remains tight, and we expect the intense competition for deposits throughout our markets to continue. While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, client base, liquidity, capital position or risk profile.

Additionally, we face continual challenges implementing our business strategy. These include growing our assets, particularly loans, and deposits amidst intense competition, changing interest rates, adhering to changes in the regulatory environment and identifying and consummating disciplined acquisition and other expansionary opportunities in a competitive and inflationary environment.

We will continue to make investments in our digital growth strategy and our digital financial ecosystem for 2UniFi and may also seek to partner with third parties to accelerate growth. The Company also continues to shift from constructing systems for 2UniFi to activating services. 2UniFi may prove difficult to successfully scale and may require additional operational and control systems to manage fraud, cybersecurity, operational, legal and compliance risks.

The Vista core system conversion was successfully completed in July 2026 and ongoing integration activities remain on track. Acquisition integrations present operational and execution challenges which require ongoing investments in systems, processes, and personnel. While the acquisition supports our long-term growth strategy, the integration process may be more costly or time consuming than anticipated.

Future growth in our interest income will ultimately be dependent on our ability to originate high-quality loans and source other high-quality earning assets such as investment securities as well as our ability to access liquidity and manage our cost of funds. Over the past two years, the Federal Reserve lowered the prevailing interest rates by 175 basis points. While further rate changes remain unclear, our future earnings will be impacted by the Federal Reserve’s future interest rate policy decisions. 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.

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Performance Overview

In evaluating our consolidated statements of financial condition and results of operations financial statement line items, we evaluate and manage our performance based on key earnings indicators, balance sheet ratios, asset quality metrics and regulatory capital ratios, among others. The table below presents key performance indicators that we use to analyze our business for the periods indicated:

Key Metrics⁽¹⁾


	As of and for the three months ended						As of and for the six months ended
	June 30,		December 31,		June 30,		June 30,		June 30,
	2026		2025		2025		2026		2025
Return on average assets		0.86%		0.65%		1.38%		0.78%		1.19%
Return on average tangible assets⁽²⁾		0.96%		0.73%		1.49%		0.87%		1.29%
Adjusted return on average tangible assets⁽²⁾⁽³⁾		1.26%		1.02%		1.49%		1.23%		1.29%
Return on average equity		6.34%		4.57%		10.15%		5.68%		8.80%
Return on average tangible common equity⁽²⁾		9.70%		6.58%		14.18%		8.62%		12.44%
Adjusted return on average tangible common equity⁽²⁾⁽³⁾		12.71%		9.10%		14.18%		12.11%		12.44%
Loan to deposit ratio (end of period)⁽⁴⁾		94.08%		89.64%		90.54%		94.08%		90.54%
Non-interest bearing deposits to total deposits (end of period)		24.79%		26.58%		26.22%		24.79%		26.22%
Net interest margin⁽⁵⁾		3.86%		3.80%		3.86%		3.92%		3.85%
Net interest margin FTE⁽⁵⁾⁽⁶⁾		3.94%		3.89%		3.95%		4.00%		3.94%
Interest rate spread FTE⁽⁶⁾⁽⁷⁾		3.16%		3.04%		3.06%		3.21%		3.06%
Yield on earning assets⁽⁸⁾		5.73%		5.57%		5.80%		5.77%		5.78%
Yield on earning assets FTE⁽⁶⁾⁽⁸⁾		5.81%		5.66%		5.88%		5.85%		5.87%
Cost of funds		2.01%		1.93%		2.09%		2.00%		2.08%
Cost of deposits		1.93%		1.92%		2.05%		1.93%		2.04%
Non-interest income to total revenue FTE⁽⁶⁾⁽⁹⁾		15.05%		14.05%		16.04%		14.50%		15.42%
Efficiency ratio FTE⁽⁶⁾		72.32%		70.55%		59.15%		73.69%		59.40%
Adjusted efficiency ratio FTE⁽³⁾⁽⁶⁾		61.81%		61.38%		57.32%		61.55%		57.53%
Pre-provision net revenue FTE⁽²⁾⁽⁶⁾	$	36,347	$	30,249	$	43,456	$	68,473	$	85,416
Adjusted pre-provision net revenue FTE^(2)(3)(6)		47,795		39,009		43,456		95,270		85,416

Total Loans Asset Quality Data^(4)(10)(11)
Non-performing loans to total loans		0.31%		0.34%		0.45%		0.31%		0.45%
Non-performing assets to total loans and OREO		0.35%		0.36%		0.45%		0.35%		0.45%
Allowance for credit losses to total loans		1.13%		1.18%		1.19%		1.13%		1.19%
Allowance for credit losses to non-performing loans		365.97%		350.90%		266.66%		365.97%		266.66%
Net charge-offs to average loans		0.27%		0.54%		0.05%		0.30%		0.43%


(1)		Ratios are annualized.
(2)		Represents a non-GAAP financial measure. See Non-GAAP Financial Measures and Reconciliations below.
(3)		Ratios are adjusted for acquisition-related and restructuring charges. See Non-GAAP Financial Measures and Reconciliations below.
(4)		Total loans are net of unearned discounts and fees.
(5)		Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
(6)		Presented on an FTE basis using the statutory rate of 21% for all periods presented. The taxable equivalent adjustments included above are $2,239, $2,059 and $1,912 for the three months ended June 30, 2026, December 31, 2025 and June 30, 2025, respectively. For the six months ended June 30, 2026 and 2025, taxable equivalent adjustments included above are $4,421 and $3,822, respectively.
(7)		Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents non-GAAP financial measure.
(8)		Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.
(9)		Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income.
(10)		Non-performing loans consist of non-accruing loans.
(11)		Non-performing assets include non-performing loans and OREO.

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Non-GAAP Financial Measures and Reconciliations

About Non-GAAP Financial Measures

Certain financial measures and ratios presented are supplemental measures that are not required by, or are not presented in accordance with, U.S. GAAP. We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. 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. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We 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.

Reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures are as follows:

Tangible Book Value Ratios


	June 30,		December 31,		June 30,
	2026		2025		2025
Total shareholders’ equity	$	1,669,104	$	1,385,114	$	1,352,496
Less: goodwill and other intangible assets, net		(514,975)		(348,961)		(352,854)
Add: deferred tax liability related to goodwill		14,154		13,947		13,741
Tangible common equity (non-GAAP)	$	1,168,283	$	1,050,100	$	1,013,383

Total assets	$	12,586,136	$	9,883,518	$	9,998,729
Less: goodwill and other intangible assets, net		(514,975)		(348,961)		(352,854)
Add: deferred tax liability related to goodwill		14,154		13,947		13,741
Tangible assets (non-GAAP)	$	12,085,315	$	9,548,504	$	9,659,616

Tangible common equity to tangible assets calculations:
Total shareholders’ equity to total assets		13.26%		14.01%		13.53%
Less: impact of goodwill and other intangible assets, net		(3.59)%		(3.01)%		(3.04)%
Tangible common equity to tangible assets (non-GAAP)		9.67%		11.00%		10.49%

Tangible book value per share calculations:
Tangible common equity (non-GAAP)	$	1,168,283	$	1,050,100	$	1,013,383
Divided by: ending shares outstanding		44,537,718		37,772,516		38,045,622
Tangible book value per share (non-GAAP)	$	26.23	$	27.80	$	26.64

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Return on Average Tangible Assets and Return on Average Tangible Equity


	As of and for the three months ended						As of and for the six months ended
	June 30,		December 31,		June 30,		June 30,		June 30,
	2026		2025		2025		2026		2025
Net income	$	26,490	$	16,036	$	34,022	$	47,283	$	58,253
Add: adjustments, after tax (non-GAAP)⁽¹⁾		8,813		6,712		—		20,627		—
Adjusted net income (non-GAAP)⁽¹⁾	$	35,303	$	22,748	$	34,022	$	67,910	$	58,253

Net income	$	26,490	$	16,036	$	34,022	$	47,283	$	58,253
Add: impact of other intangible assets amortization expense, after tax (non-GAAP)		1,873		1,491		1,492		3,769		3,006
Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)	$	28,363	$	17,527	$	35,514	$	51,052	$	61,259

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)	$	28,363	$	17,527	$	35,514	$	51,052	$	61,259
Add: adjustments, after tax (non-GAAP)⁽¹⁾		8,813		6,712		—		20,627		—
Adjusted net income excluding the impact of other intangible assets amortization expense (non-GAAP)⁽¹⁾	$	37,176	$	24,239	$	35,514	$	71,679	$	61,259

Average assets	$	12,378,637	$	9,797,053	$	9,873,135	$	12,256,167	$	9,894,461
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)		(502,057)		(336,252)		(340,330)		(483,276)		(341,320)
Average tangible assets (non-GAAP)	$	11,876,580	$	9,460,801	$	9,532,805	$	11,772,891	$	9,553,141

Average shareholders’ equity	$	1,675,271	$	1,392,563	$	1,344,767	$	1,677,252	$	1,334,399
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (non-GAAP)		(502,057)		(336,252)		(340,330)		(483,276)		(341,320)
Average tangible common equity (non-GAAP)	$	1,173,214	$	1,056,311	$	1,004,437	$	1,193,976	$	993,079

Return on average assets		0.86%		0.65%		1.38%		0.78%		1.19%
Adjusted return on average assets (non-GAAP)		1.14%		0.65%		1.38%		1.12%		1.19%
Return on average tangible assets (non-GAAP)		0.96%		0.73%		1.49%		0.87%		1.29%
Adjusted return on average tangible assets (non-GAAP)⁽¹⁾		1.26%		1.02%		1.49%		1.23%		1.29%
Return on average equity		6.34%		4.57%		10.15%		5.68%		8.80%
Adjusted return on average equity (non-GAAP)		8.45%		4.57%		10.15%		8.16%		8.80%
Return on average tangible common equity (non-GAAP)		9.70%		6.58%		14.18%		8.62%		12.44%
Adjusted return on average tangible common equity (non-GAAP)⁽¹⁾		12.71%		9.10%		14.18%		12.11%		12.44%

Adjustments:
Non-interest income adjustments:
Restructuring impairment⁽²⁾	$	223	$	—	$	—	$	223	$	—
Loss on security sales⁽³⁾		—		3,348		—		—		—
Non-interest expense adjustments:
Acquisition-related expenses		10,890		5,412		—		25,232		—
Restructuring expenses⁽²⁾		335		—		—		1,342
Total adjustments before tax (non-GAAP)		11,448		8,760		—		26,797		—
Tax benefit impact⁽⁴⁾		(2,635)		(2,048)		—		(6,170)		—
Total adjustments after tax (non-GAAP)	$	8,813	$	6,712	$	—	$	20,627	$	—

(1)	For details, refer to the “Adjustments” section at the bottom of the table.

(2)	Restructuring expenses and restructuring impairment are primarily related to banking center consolidation expenses.

(3)	Adjusting for the loss on security sales incurred as part of the Company's strategic balance sheet management during the fourth quarter of 2025.

(4)	Calculated using the Company's marginal tax rate of 23%. Certain acquisition-related expenses are non-deductible.

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Efficiency Ratio and Pre-Provision Net Revenue


	As of and for the three months ended						As of and for the six months ended
	June 30,		December 31,		June 30,		June 30,		June 30,
	2026		2025		2025		2026		2025
Net interest income FTE⁽¹⁾	$	111,531	$	88,264	$	89,321	$	222,515	$	177,922

Non-interest income	$	19,766	$	14,433	$	17,066	$	37,745	$	32,442
Add: restructuring impairment		223		—		—		223		—
Add: loss on security sales		—		3,348		—		—		—
Adjusted non-interest income (non-GAAP)	$	19,989	$	17,781	$	17,066	$	37,968	$	32,442

Non-interest expense	$	94,950	$	72,448	$	62,931	$	191,787	$	124,948
Less: other intangible assets amortization		(2,433)		(1,946)		(1,947)		(4,897)		(3,924)
Less: acquisition-related expenses and restructuring expenses		(11,225)		(5,412)		—		(26,574)		—
Adjusted non-interest expense, excluding other intangible assets amortization (non-GAAP)	$	81,292	$	65,090	$	60,984	$	160,316	$	121,024

Non-interest expense	$	94,950	$	72,448	$	62,931	$	191,787	$	124,948
Less: acquisition-related expenses and restructuring expenses		(11,225)		(5,412)		—		(26,574)		—
Adjusted non-interest expense (non-GAAP)	$	83,725	$	67,036	$	62,931	$	165,213	$	124,948

Efficiency ratio FTE⁽¹⁾		72.32%		70.55%		59.15%		73.69%		59.40%
Adjusted efficiency ratio FTE (non-GAAP)⁽¹⁾⁽²⁾		61.81%		61.38%		57.32%		61.55%		57.53%

Net income	$	26,490	$	16,036	$	34,022	$	47,283	$	58,253
Add: income tax expense		6,118		3,054		7,522		11,269		13,141
Add: provision expense for credit losses		1,500		9,100		—		5,500		10,200
Add: impact of taxable equivalent adjustment		2,239		2,059		1,912		4,421		3,822
Pre-provision net revenue, FTE (non-GAAP)⁽¹⁾	$	36,347	$	30,249	$	43,456	$	68,473	$	85,416

Pre-provision net revenue, FTE (non-GAAP)⁽¹⁾	$	36,347	$	30,249	$	43,456	$	68,473	$	85,416
Add: acquisition-related expenses		10,890		5,412		—		25,232		—
Add: restructuring expenses		558		—		—		1,565
Add: loss on security sales		—		3,348		—		—		—
Adjusted pre-provision net revenue FTE (non-GAAP)⁽¹⁾	$	47,795	$	39,009	$	43,456	$	95,270	$	85,416

(1)

Presented on a fully taxable equivalent basis using the statutory tax rate of 21% for all periods presented. The tax equivalent adjustments included above are $2,239, $2,059 and $1,912 for the three months ended June 30, 2026, December 31, 2025, and June 30, 2025, respectively, and $4,421 and $3,822 for the six months ended June 30, 2026 and June 30, 2025, respectively.

(2)	Adjusted efficiency ratio FTE excludes loss on security sales, other intangible assets amortization, acquisition-related expenses and restructuring charges.

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Adjusted Net Income and Earnings Per Share


	As of and for the three months ended						As of and for the six months ended
	June 30,		December 31,		June 30,		June 30,		June 30,
	2026		2025		2025		2026		2025
Adjustments to net income:
Net income	$	26,490	$	16,036	$	34,022	$	47,283	$	58,253
Add: acquisition-related expenses, after tax		8,383		4,147		—		19,422		—
Add: restructuring expenses and impairment, after tax		430		—		—		1,205		—
Add: loss on security sales, after tax		—		2,565		—		—		—
Adjusted net income (non-GAAP)	$	35,303	$	22,748	$	34,022	$	67,910	$	58,253

Adjustments to earnings per share:
Earnings per share - diluted	$	0.58	$	0.42	$	0.88	$	1.04	$	1.51
Add: acquisition-related expenses, after tax		0.18		0.11		—		0.42		—
Add: restructuring expenses and impairment, after tax		0.02		—		—		0.04		—
Add: loss on security sales, after tax		—		0.07		—		—		—
Adjusted earnings per share - diluted (non-GAAP)	$	0.78	$	0.60	$	0.88	$	1.50	$	1.51

Application of Critical Accounting Policies and Significant Estimates

We use accounting principles and methods that conform to GAAP and general banking practices. We are required to apply significant judgment and make material estimates in the preparation of our financial statements and with regard to various accounting, reporting and disclosure matters. Assumptions and estimates are required to apply these principles where actual measurement is not possible or practical. The most significant of these estimates is described below.

Acquired loans

ASC Topic 805, Business Combinations, requires all acquired loans be recorded at fair value at the date of acquisition. The fair value for acquired loans at the time of acquisition is based on a variety of factors including discounted expected cash flows, adjusted for estimated prepayments and credit losses. In accordance with ASC 326, the fair value adjustment is recorded as premium or discount to the unpaid principal balance of each acquired loan. The net premium or discount on loans includes credit quality and interest rate considerations and is accreted or amortized into interest income over the remaining life of the loan using the level yield method. The Company early adopted ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans on January 1, 2026. That update amends the guidance in ASC 326 related to the accounting for purchased loans so that loans are recorded at their purchase price plus an allowance for expected credit losses, commonly known as the gross-up method.

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. The Company estimates the ACL by first disaggregating the loan portfolio into segments based upon broad characteristics such as primary use and underlying collateral. Within these segments, the portfolio is further disaggregated into classes of loans with similar attributes and risk characteristics. 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. Management accounts for the inherent uncertainty of the underlying economic forecast by reviewing and weighting alternate forecast scenarios. For periods beyond the reasonable and supportable forecast period, the Company reverts to historical long-term average loss rates on a straight-line basis. Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition.

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Future Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-scope Improvements. The update amends the guidance in ASC 270 to improve the required interim disclosures and clarify when that guidance is applicable as well as clarify disclosures that should be provided in interim reporting periods. The guidance also requires entities to disclose events taking place after the end of the last annual reporting period that have a material impact. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact from ASU 2025-11 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The update includes targeted changes to the guidance in ASC 815 to better reflect risk management, reduce complexity and align with economic reality. The update will allow grouping of hedged items for forecasts with similar risk, more flexibility for variable-rate debt and simplified accounting for certain complex hedges, including swaps and options. It primarily affects cash flow hedges. The standard is effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The guidance must be adopted on a prospective basis, and there are transition provisions designed to assist in migrating existing hedging relationships to the new guidance. The Company is currently evaluating the impact from ASU 2025-09 and does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. 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. Early adoption is permitted. The Company has evaluated the impact from ASU 2024-03 and does not expect the adoption of this pronouncement to have a material impact on its financial statements apart from the inclusion of additional disclosures.

Financial Condition

At January 7, 2026, the Vista acquisition added $2.5 billion of total assets, including $339.1 million of cash and cash equivalents, $145.5 million of investment securities, $1.9 billion of loans and $31.9 million of allowance for credit losses. The acquisition also included total deposits of $2.2 billion.

At June 30, 2026, the Company’s total assets, including the additions from the Vista acquisition, were $12.6 billion, increasing $2.7 billion, or 27.3%, from December 31, 2025. Cash and cash equivalents decreased $36.4 million from December 31, 2025, and investment securities increased $163.4 million. Loans totaled $9.8 billion and $7.4 billion at June 30, 2026 and December 31, 2025, respectively, and the allowance for credit losses totaled $110.3 million and $87.4 million at June 30, 2026 and December 31, 2025, respectively. Lower-cost transaction deposits increased $2.0 billion to $9.1 billion, compared to December 31, 2025. Total deposits increased $2.1 billion to $10.4 billion at June 30, 2026, compared to December 31, 2025.

Investment securities

Available-for-sale

Total investment securities available-for-sale were $585.5 million at June 30, 2026, compared to $528.6 million at December 31, 2025. Purchases of available-for-sale securities during the six months ended June 30, 2026 and 2025 totaled $154.3 million and $160.5 million, respectively. During 2026, the Company acquired available-for-sale securities with a fair value of $145.5 million related to the Vista acquisition. Paydowns and maturities totaled $61.8 million and $74.6 million during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, the Company sold $176.4 million of available-for-sale securities, primarily related to securities acquired in the Vista acquisition. There were no sales of available-for-sale securities during the six months ended June 30, 2025.

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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. Yields on tax exempt securities have not been adjusted for tax exempt status.


	June 30, 2026						December 31, 2025
						Weighted						Weighted
	Amortized		Fair		Percent of	average	Amortized		Fair		Percent of	average
	cost		value		portfolio	yield	cost		value		portfolio	yield
Treasury securities	$	53,576	$	53,675	9.2%	4.26%	$	73,144	$	74,226	14.1%	4.35%
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		219,693		201,135	34.4%	2.83%		173,308		157,665	29.8%	2.55%
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		376,163		330,472	56.4%	2.51%		338,768		296,026	56.0%	2.31%
Other securities		251		251	0.0%	0.00%		722		722	0.1%	0.00%
Total investment securities available-for-sale	$	649,683	$	585,533	100.0%	2.77%	$	585,942	$	528,639	100.0%	2.64%

As of June 30, 2026 and December 31, 2025, nearly all the available-for-sale investment portfolio was backed by mortgages. 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. The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 4.6 years and 4.6 years at June 30, 2026 and December 31, 2025, respectively. This estimate is based on assumptions and actual results may differ. At June 30, 2026 and December 31, 2025, the duration of the total available-for-sale investment portfolio was 3.9 years and 3.9 years, respectively.

At June 30, 2026 and December 31, 2025, adjustable rate securities comprised 2.6% and 0.6%, respectively, of the available-for-sale MBS portfolio. 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 2.39% per annum and 2.30% per annum at June 30, 2026 and December 31, 2025, respectively.

The available-for-sale investment portfolio included $64.5 million of unrealized losses and $362 thousand of unrealized gains at June 30, 2026. At December 31, 2025, the available-for-sale investment portfolio included $60.2 million of unrealized losses and $2.9 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. FHLMC, FNMA and GNMA guaranteed mortgage-backed securities and U.S. 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 regularly model liquidity stress scenarios to assess potential liquidity issues.

Held-to-maturity

Held-to-maturity investment securities totaled $758.2 million at June 30, 2026, compared to $651.7 million at December 31, 2025, an increase of $106.5 million, or 16.3%. Purchases during the six months ended June 30, 2026 and 2025 totaled $202.2 million and $260.3 million, respectively. Maturities and paydowns of held-to-maturity securities totaled $96.9 million and $76.7 million during the six months ended June 30, 2026 and 2025, respectively.

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Held-to-maturity investment securities are summarized as follows as of the dates indicated:


	June 30, 2026						December 31, 2025
						Weighted						Weighted
	Amortized		Fair		Percent of	average	Amortized		Fair		Percent of	average
	cost		value		portfolio	yield	cost		value		portfolio	yield
Treasury securities	$	—	$	—	—	—	$	24,900	$	24,851	3.8%	3.10%
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,687		212,335	31.2%	2.37%		236,535		213,974	36.3%	2.28%
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		521,536		484,390	68.8%	3.58%		390,297		358,624	59.9%	3.37%
Total investment securities held-to-maturity	$	758,223	$	696,725	100.0%	3.21%	$	651,732	$	597,449	100.0%	2.97%

The residential mortgage pass-through and other residential MBS held-to-maturity investment portfolios are comprised of fixed rate FHLMC, FNMA and GNMA securities.

The fair value of the held-to-maturity investment portfolio included $61.9 million of unrealized losses and $361 thousand of unrealized gains at June 30, 2026. At December 31, 2025, the held-to-maturity investment portfolio included $57.3 million of unrealized losses and $3.0 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. 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. Additionally, management notes that yields on which the portfolio generally trades are based upon market views of prepayment and liquidity risk and not credit risk. The Company has no intention to sell the securities and believes it will not be required to sell the securities before the recovery of their amortized cost.

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 estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of June 30, 2026 and December 31, 2025 was 4.5 years and 4.3 years, respectively. This estimate is based on assumptions and actual results may differ. The duration of the total held-to-maturity investment portfolio was 3.8 years and 3.6 years as of June 30, 2026 and December 31, 2025, respectively.

Other securities

The carrying balances of other securities are summarized as follows as of the dates indicated:


	June 30, 2026		December 31, 2025
FRB and FHLB stock	$	42,854	$	24,641
Convertible preferred stock		18,508		18,508
Equity method investments		37,490		32,426
Equity securities with readily determinable fair values		332		5,059
Total	$	99,184	$	80,634

Other securities included FRB stock, FHLB stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. During the six months ended June 30, 2026, purchases of other securities totaled $32.6 million, and proceeds from maturities and paydowns of other securities totaled $2.7 million, and proceeds from sales of other securities totaled $22.0 million. During the six months ended June 30, 2025, purchases of other securities totaled $37.0 million, and proceeds from other securities totaled $32.4 million. Purchases consisted primarily of FHLB stock, and proceeds consisted primarily of redemptions of FHLB stock. Changes in the Company’s FHLB stock holdings directly correlated to FHLB line of credit advances and paydowns.

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FRB and FHLB stock

Convertible preferred stock

Equity method investments

Other securities also include equity method investments totaling $37.5 million and $32.4 million at June 30, 2026 and December 31, 2025, respectively. Purchases of equity method investments during the three months ended June 30, 2026 and 2025 totaled $1.1 million and zero, respectively. Purchases of equity method investments during the six months ended June 30, 2026 and 2025 totaled $3.4 million and $0.5 million, respectively. The Company recorded net unrealized gains on equity method investments totaling $1.3 million and $1.4 million during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company recorded net unrealized gains on equity method investments totaling $0.3 million and $15 thousand, respectively. These gains and losses were recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded $0.2 million and zero impairment related to equity method investments for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.

Equity securities with readily determinable fair values

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Loans overview

At June 30, 2026, our loan portfolio was comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions.

The table below shows the loan portfolio composition at the respective dates:


					June 30, 2026 vs.
					December 31, 2025
	June 30, 2026		December 31, 2025		% Change
Originated:
Commercial:
Commercial and industrial	$	2,193,328	$	1,948,331	12.6%
Municipal and non-profit		1,296,609		1,273,508	1.8%
Owner-occupied commercial real estate		926,686		950,270	(2.5)%
Food and agribusiness		207,031		208,009	(0.5)%
Total commercial		4,623,654		4,380,118	5.6%
Commercial real estate non-owner occupied		1,434,867		1,030,069	39.3%
Residential real estate		1,033,943		927,663	11.5%
Consumer		13,645		12,771	6.8%
Total originated		7,106,109		6,350,621	11.9%

Acquired:
Commercial:
Commercial and industrial		566,984		89,373	534.4%
Municipal and non-profit		240		253	(5.1)%
Owner-occupied commercial real estate		382,970		178,348	114.7%
Food and agribusiness		31,451		20,061	56.8%
Total commercial		981,645		288,035	240.8%
Commercial real estate non-owner occupied		1,215,762		552,359	120.1%
Residential real estate		469,518		242,036	94.0%
Consumer		1,018		305	233.8%
Total acquired		2,667,943		1,082,735	146.4%
Total loans	$	9,774,052	$	7,433,356	31.5%

The Company maintains a granular and well-diversified loan portfolio with self-imposed concentration limits. At June 30, 2026, loans totaled $9.8 billion, compared to $7.4 billion at December 31, 2025. The increase was driven by record loan fundings of $1.7 billion during the six months ended June 30, 2026 on top of Vista loans acquired January 7, 2026 totaling $1.9 billion.

Our commercial and industrial loan portfolio is highly diversified across industry sectors and geography. At June 30, 2026, there were no industry sectors representing more than 15.0% of our total loan portfolio. Key sectors included government/non-profit loans of $1.0 billion, or 10.6% of total loans, and health care/hospital loans of $494.3 million, or 5.1% 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. As a result of these industry challenges, some of the transportation loans may be subject to higher credit risk. The Company has intentionally reduced exposure to this industry to $114.4 million, or 1.2%, of total loans, at June 30, 2026.

Non-owner occupied CRE loans were 171.6% of the Company’s risk based capital, or 27.1% of total loans, and no specific property type comprised more than 10.0% of total loans. The Company maintains limited exposure to non-owner occupied CRE retail properties and office properties, comprising 3.7% and 2.3% of total loans, respectively, including available credit. Multifamily loans totaled $299.8 million, or 3.1%, of total loans, including available credit, at June 30, 2026.

The agriculture industry continues to be impacted by volatile commodity prices and generally by higher input costs, combining to stress margins. Our food and agribusiness portfolio is 2.4% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 0.7% of total loans. 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.

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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. Loan fundings totaled $2.7 billion over the trailing 12 months, led by commercial loan fundings of $1.6 billion. Fundings are defined as closed-end funded loans and revolving lines of credit advances, net of any current period paydowns. Management utilizes this more conservative definition of fundings to better approximate the impact of fundings on loans outstanding and ultimately net interest income.

The following table represents new loan fundings for the periods presented:


	Second quarter		First quarter		Fourth quarter		Third quarter		Second quarter
	2026		2026		2025		2025		2025
Commercial:
Commercial and industrial	$	293,094	$	346,250	$	237,813	$	159,250	$	133,402
Municipal and non-profit		50,506		45,000		119,918		81,418		34,393
Owner occupied commercial real estate		84,606		49,556		66,798		42,362		47,233
Food and agribusiness		24,251		5,697		4,437		5,015		4,576
Total commercial		452,457		446,503		428,966		288,045		219,604
Commercial real estate non-owner occupied		352,629		268,021		96,482		81,136		56,770
Residential real estate		120,340		89,375		64,161		49,877		44,470
Consumer		1,460		1,583		1,399		2,142		1,823
Total	$	926,886	$	805,482	$	591,008	$	421,200	$	322,667

Included in fundings are net (paydowns) fundings under revolving lines of credit totaling $178,133, $65,273, $95,774 ($1,591) and $15,490 for the dates noted in the table above, respectively.

The tables below show the contractual maturities of our total loans for the dates indicated:


	June 30, 2026
	Due within		Due after 1 but		Due after 5 but		Due after
	1 year		within 5 years		within 15 years		15 years		Total
Commercial:
Commercial and industrial	$	615,541	$	1,782,235	$	324,321	$	38,215	$	2,760,312
Municipal and non-profit		34,316		176,626		731,509		354,398		1,296,849
Owner occupied commercial real estate		223,536		510,648		491,861		83,611		1,309,656
Food and agribusiness		28,153		117,250		76,001		17,078		238,482
Total commercial		901,546		2,586,759		1,623,692		493,302		5,605,299
Commercial real estate non-owner occupied		676,024		1,608,052		360,712		5,841		2,650,629
Residential real estate		95,488		240,680		203,463		963,830		1,503,461
Consumer		4,640		8,482		1,513		28		14,663
Total loans	$	1,677,698	$	4,443,973	$	2,189,380	$	1,463,001	$	9,774,052


	December 31, 2025
	Due within		Due after 1 but		Due after 5 but		Due after
	1 year		within 5 years		within 15 years		15 years		Total
Commercial:
Commercial and industrial	$	373,744	$	1,358,943	$	293,546	$	11,471	$	2,037,704
Municipal and non-profit		23,845		207,944		726,237		315,735		1,273,761
Owner occupied commercial real estate		170,825		428,000		448,893		80,900		1,128,618
Food and agribusiness		34,226		100,263		79,247		14,334		228,070
Total commercial		602,640		2,095,150		1,547,923		422,440		4,668,153
Commercial real estate non-owner occupied		415,208		792,312		365,852		9,056		1,582,428
Residential real estate		42,634		194,423		214,146		718,496		1,169,699
Consumer		4,173		7,440		1,463		—		13,076
Total loans	$	1,064,655	$	3,089,325	$	2,129,384	$	1,149,992	$	7,433,356

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The stated interest rate (which excludes the effects of non-refundable loan origination and commitment fees, net of costs and the accretion of fair value marks) of total loans with maturities over one year is as follows at the dates indicated:


	June 30, 2026
	Fixed			Variable			Total
			Weighted			Weighted			Weighted
	Balance		average rate	Balance		average rate	Balance		average rate
Commercial:
Commercial and industrial	$	358,387	5.88%	$	1,778,735	6.55%	$	2,137,122	6.41%
Municipal and non-profit⁽¹⁾		1,282,471	4.30%		3,241	6.92%		1,285,712	4.38%
Owner occupied commercial real estate		293,897	4.11%		792,223	6.64%		1,086,120	6.36%
Food and agribusiness		27,304	7.43%		183,025	6.48%		210,329	6.60%
Total commercial		1,962,059	4.83%		2,757,224	6.57%		4,719,283	5.87%
Commercial real estate non-owner occupied		766,590	5.41%		1,208,015	6.18%		1,974,605	5.88%
Residential real estate		607,737	4.96%		800,236	5.60%		1,407,973	5.32%
Consumer		4,866	7.22%		5,157	6.78%		10,023	6.99%
Total loans with > 1 year maturity	$	3,341,252	4.99%	$	4,770,632	6.31%	$	8,111,884	5.78%


	December 31, 2025
	Fixed			Variable			Total
			Weighted			Weighted			Weighted
	Balance		average rate	Balance		average rate	Balance		average rate
Commercial:
Commercial and industrial	$	319,305	5.97%	$	1,344,655	6.57%	$	1,663,960	6.46%
Municipal and non-profit⁽¹⁾		1,250,767	4.24%		17,962	5.07%		1,268,729	4.31%
Owner occupied commercial real estate		244,861	4.33%		712,932	6.91%		957,793	6.46%
Food and agribusiness		20,817	6.85%		173,027	6.53%		193,844	6.56%
Total commercial		1,835,750	4.69%		2,248,576	6.66%		4,084,326	5.81%
Commercial real estate non-owner occupied		445,733	4.74%		721,486	6.06%		1,167,219	5.56%
Residential real estate		425,431	4.28%		701,634	5.53%		1,127,065	5.06%
Consumer		5,121	6.95%		3,782	6.72%		8,903	6.85%
Total loans with > 1 year maturity	$	2,712,035	4.64%	$	3,675,478	6.33%	$	6,387,513	5.63%


(1)		Included in municipal and non-profit fixed rate loans are loans totaling $405,199 and $365,224 that have been swapped to variable rates at current market pricing at June 30, 2026 and December 31, 2025, respectively. Included in the municipal and non-profit segment are tax-exempt loans totaling $1,048,163 and $1,013,078 with an FTE weighted average rate of 4.94% and 4.79% at June 30, 2026 and December 31, 2025, 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. Accordingly, for the origination of loans, we have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size. Within the scope of the credit policy, each prospective loan is reviewed in order to determine the appropriateness and the adequacy of the loan characteristics and the security or collateral prior to making a loan. We have established underwriting standards and loan origination procedures that require appropriate documentation, including financial data and credit reports. For loans secured by real property, we require property appraisals, title insurance or a title opinion, hazard insurance and flood insurance, in each case where appropriate.

Additionally, we have implemented procedures to timely identify loans that may become problematic in order to ensure the most beneficial resolution for the Company. Asset quality is monitored by our credit risk management department and evaluated based on quantitative and subjective factors such as the timeliness of contractual payments received. Additional factors that are considered, particularly with commercial loans over $500,000, include the financial condition and liquidity of individual borrowers and guarantors, if any, and the value of our collateral. 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.

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The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. Loan modifications may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof. Modified loans are discussed further in note 6 of our consolidated financial statements. Assets that have been foreclosed on or acquired through deed-in-lieu of foreclosure are classified as OREO until sold, and are carried at the fair value of the collateral less estimated costs to sell, with any initial valuation adjustments charged to the ACL and any subsequent declines in carrying value charged to impairments on OREO.

Non-performing assets and past due loans

Non-performing assets consist of non-accrual loans and OREO. Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during the three and six months ended June 30, 2026 was $0.7 million and $1.3 million, respectively, and $0.6 million and $1.3 million during the three and six months ended June 30, 2025, respectively.

Past due status is monitored as an indicator of credit deterioration. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. 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.

The following table sets forth the non-performing assets and past due loans as of the dates presented:


	June 30, 2026		December 31, 2025
Non-performing loans	$	30,131	$	24,912
OREO		4,174		1,674
Total non-performing assets	$	34,305	$	26,586

Loans 90 days or more past due and still accruing interest	$	29,112	$	15,417
Non-accrual loans		30,131		24,912
Total loans 90 days or more past due and non-accrual loans	$	59,243	$	40,329

Loans 30-89 days past due and still accruing interest	$	17,169	$	11,961
Accruing modified loans		47,076		43,838
Allowance for credit losses		110,271		87,415
Non-performing loans to total loans		0.31%		0.34%
Total 90 days past due and still accruing interest and non-accrual loans to total loans		0.61%		0.54%
Total non-performing assets to total loans and OREO		0.35%		0.36%
ACL to non-performing loans		365.97%		350.90%

At June 30, 2026, non-performing loans to total loans improved three basis points to 0.31%, compared to December 31, 2025. Loans 30-89 days past due and still accruing interest to total loans were 0.17% as of June 30, 2026, compared to 0.16% of total loans as of December 31, 2025, respectively. Loans 90 days or more past due and still accruing interest were 0.30% and 0.21% of total loans at June 30, 2026 and December 31, 2025, respectively. Non-performing assets to total loans and OREO improved one basis point to 0.35%, during the six months ended June 310 2026, compared to December 31, 2025.

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. The Company utilizes a DCF model developed within a third-party software tool to establish expected lifetime credit losses for the loan portfolio. The ACL is calculated as the difference between the amortized cost basis and the projections from the DCF analysis. 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 determination and application of the

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ACL accounting policy involves judgments, estimates and uncertainties that are subject to change. For periods beyond the reasonable and supportable forecast period, the Company reverts to historical long-term average loss rates on a straight-line basis.

We measure expected credit losses for groups of loans included in segments with similar risk characteristics. 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. 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. 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. If management determines that foreclosure is probable, expected credit losses are evaluated based on the criteria listed below, adjusted for selling costs as appropriate. Typically, these loans consist of commercial, commercial real estate and agriculture loans and exclude homogeneous loans such as residential real estate and consumer loans. Specific allowances are determined by collectively analyzing:


●		the borrower’s resources, ability and willingness to repay in accordance with the terms of the loan agreement;
●		the likelihood of receiving financial support from any guarantors;
●		the adequacy and present value of future cash flows, less disposal costs, of any collateral; and
●		the impact current economic conditions may have on the borrower’s financial condition and liquidity or the value of the collateral.

The resulting ACL for loans is calculated as the sum of the general reserves, specific reserves on individually evaluated loans, and qualitative factor adjustments. While these amounts are calculated by individual loan or by segment and class, the entire ACL is available for any loan that, in our judgment, should be charged off. The determination and application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition, liquidity or results of operations.

At June 30, 2026 and December 31, 2025, the allowance for credit losses totaled $110.3 million and $87.4 million, respectively. As a result of the Vista acquisition, the Company recorded $31.9 million of allowance for credit losses for the loans acquired. The remaining increase during the six months ended June 30, 2026, excluding net charge-offs, was primarily driven by loan growth. Specific reserves on individually evaluated loans totaled $14.2 million at June 30, 2026, compared to $8.1 million at December 31, 2025.

During the three and six months ended June 30, 2026, net charge-offs totaled $6.4 million and $14.1 million, respectively. The ratio of annualized net charge-offs to average total loans totaled 0.27% and 0.30% for the three and six months ended June 30, 2026, respectively. Net charge-offs on loans during the three and six months ended June 30, 2025 totaled $1.0 million and $16.1 million, respectively, and the ratio of annualized net charge-offs to average total loans totaled 0.05% and 0.43%, respectively.

The Company has elected to exclude AIR from the ACL calculation. As of June 30, 2026 and December 31, 2025, AIR from loans totaled $47.7 million and $38.3 million, respectively. When a loan is placed on non-accrual, any recorded AIR is reversed against interest income.

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Total ACL

After considering the above-mentioned factors, we believe the ACL of $110.3 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at June 30, 2026. However, it is likely that future adjustments to the ACL will be necessary. 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.

The following schedules present, by class stratification, the changes in the ACL during the periods listed:


	As of and for the three months ended
	June 30, 2026			June 30, 2025
	Total ACL		% NCOs⁽¹⁾	Total ACL		% NCOs⁽¹⁾
Beginning allowance for credit losses	$	113,477		$	90,192
Allowance for credit loss at acquisition		2,473			—
Charge-offs:
Commercial		(6,311)	0.26%		(977)	0.05%
Commercial real estate non owner-occupied		(1)	0.00%		—	0.00%
Residential real estate		(25)	0.00%		(1)	0.00%
Consumer		(171)	0.01%		(180)	0.01%
Total charge-offs		(6,508)			(1,158)
Recoveries		79			170
Net charge-offs		(6,429)	0.27%		(988)	0.05%
Provision expense (release) for credit losses on loans		750			(311)
Ending allowance for credit losses	$	110,271		$	88,893
Average total loans outstanding during the period	$	9,608,203		$	7,530,783


	As of and for the six months ended
	June 30, 2026			June 30, 2025
	Total ACL		% NCOs⁽¹⁾	Total ACL		% NCOs⁽¹⁾
Beginning allowance for credit losses	$	87,415		$	94,455
Allowance for credit loss at acquisition		31,935			—
Charge-offs:
Commercial		(13,762)	0.29%		(14,546)	0.38%
Commercial real estate non owner-occupied		(1)	0.00%		(1,467)	0.04%
Residential real estate		(76)	0.00%		(1)	0.00%
Consumer		(426)	0.01%		(395)	0.01%
Total charge-offs		(14,265)			(16,409)
Recoveries		136			308
Net charge-offs		(14,129)	0.30%		(16,101)	0.43%
Provision expense for credit losses on loans		5,050			10,539
Ending allowance for credit losses	$	110,271		$	88,893
Ratio of ACL to total loans outstanding at period end		1.13%			1.19%
Ratio of ACL to total non-performing loans at period end		365.97%			266.66%
Total loans	$	9,774,052		$	7,486,918
Average total loans outstanding during the period		9,433,016			7,595,519
Non-performing loans		30,131			33,336


(1)		Ratio of annualized net charge-offs to average total loans.

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The following tables present the allocation of the ACL and the percentage of the total amount of loans in each loan category listed as of the dates presented:


	June 30, 2026
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	5,605,299	57.3%	$	54,461	49.4%
Commercial real estate non-owner occupied		2,650,629	27.1%		35,301	32.0%
Residential real estate		1,503,461	15.4%		20,219	18.3%
Consumer		14,663	0.2%		290	0.3%
Total	$	9,774,052	100.0%	$	110,271	100.0%


	December 31, 2025
						ACL as a %
	Total loans		% of total loans	Related ACL		of total ACL
Commercial	$	4,668,153	62.8%	$	47,482	54.3%
Commercial real estate non-owner occupied		1,582,428	21.3%		23,076	26.4%
Residential real estate		1,169,699	15.7%		16,597	19.0%
Consumer		13,076	0.2%		260	0.3%
Total	$	7,433,356	100.0%	$	87,415	100.0%

Deposits

Deposits from banking clients serve as a primary funding source for our banking operations, and our ability to gather and manage deposit levels is critical to our success. Deposits not only provide a lower-cost funding source for our loans, but also provide a foundation for the client relationships that are critical to future loan growth. We maintain a granular and well diversified deposit base with no exposure to venture capital or crypto deposits. The following table presents information regarding our deposit composition at June 30, 2026 and December 31, 2025:


							Increase (decrease)
	June 30, 2026			December 31, 2025			Amount		% Change
Non-interest bearing demand deposits	$	2,575,684	24.8%	$	2,204,241	26.6%	$	371,443	16.9%
Interest bearing demand deposits		1,568,250	15.1%		1,237,006	14.9%		331,244	26.8%
Savings accounts		626,771	6.0%		610,004	7.3%		16,767	2.7%
Money market accounts		4,349,070	41.9%		3,091,612	37.3%		1,257,458	40.7%
Total transaction deposits		9,119,775	87.8%		7,142,863	86.1%		1,976,912	27.7%
Time deposits < $250,000		901,023	8.7%		825,624	10.0%		75,399	9.1%
Time deposits ≥ $250,000		368,635	3.5%		324,147	3.9%		44,488	13.7%
Total time deposits		1,269,658	12.2%		1,149,771	13.9%		119,887	10.4%
Total deposits	$	10,389,433	100.0%	$	8,292,634	100.0%	$	2,096,799	25.3%

The following table shows uninsured time deposits by scheduled maturity as of June 30, 2026:


	June 30, 2026
Three months or less	$	65,607
Over 3 months through 6 months		103,092
Over 6 months through 12 months		93,810
Thereafter		38,521
Total uninsured time deposits	$	301,030

At June 30, 2026 and December 31, 2025, time deposits that were scheduled to mature within 12 months totaled $1.2 billion and $1.0 billion, respectively. Of the time deposits scheduled to mature within 12 months at June 30, 2026, $346.5 million were in denominations of $250 thousand or more, and $816.5 million were in denominations less than $250 thousand. Approximately 69% of

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our total deposits were FDIC insured at June 30, 2026. Additionally, the Company participates in the IntraFi Cash Service program, which allows depositors to receive reciprocal FDIC insurance coverage. The Company had $1.1 billion and $0.8 billion of deposits in the program at June 30, 2026 and December 31, 2025, respectively.

Long-term debt

During the first quarter of 2026, the Company closed a public offering of fixed-to-floating rate subordinated notes totaling $150.0 million. The balance on the notes at June 30, 2026, net of long-term debt issuance costs of $2.6 million, totaled $147.4 million. During the three and six months ended June 30, 2026, interest expense totaling $2.2 million and $3.3 million, respectively, was recorded in the consolidated statements of operations. From the issue date to February 15, 2031, or the date of earlier redemption, the Company will pay interest on the notes semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026, at a fixed annual interest rate equal to 5.875%. From February 15, 2031 to the maturity date, or the date of earlier redemption, the floating interest rate per annum will be equal to the three-month term SOFR plus a spread of 241 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2031. The notes will mature on February 15, 2036. The Company may, at its option, redeem the notes in whole or in part beginning with the interest payment date of February 15, 2031 and on any interest payment date thereafter. The Company deployed the net proceeds from the sale of the notes for general corporate purposes.

The Company also holds a fixed-to-floating rate note totaling $40.0 million. The balance on the note at June 30, 2026 and December 31, 2025, net of long-term debt issuance costs totaled $40.0 million. Interest expense totaling $0.3 million and $0.6 million was recorded in the consolidated statements of operations for the three and six months ended June 30, 2026, respectively. Interest expense totaling $0.3 million and $0.6 million was recorded in the consolidated statements of operations for the three and six months ended June 30, 2025. The note is subordinated, unsecured and matures on November 15, 2031. Payments were 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). 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. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Prior to November 5, 2026, the Company may redeem the note only under certain limited circumstances. Beginning on November 5, 2026 through maturity, the note may be redeemed, at the Company’s option, on any scheduled interest payment date. 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. 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 fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at June 30, 2026 and December 31, 2025, net of the fair value adjustment from the acquisition, totaled $15.0 million. Interest expense related to the notes totaling $0.1 million and $0.3 million was recorded in the consolidated statements of operations during the three and six months ended June 30, 2026 and 2025, respectively. The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments were interest only. Interest expense on the notes is payable semi-annually in arrears and bore interest at 3.75% per annum until June 15, 2026 (or any earlier redemption date). From June 15, 2026 until June 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 306 basis points. Beginning on June 15, 2026 through maturity, the notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest on the notes being redeemed up to but excluding the date of redemption. The notes are not subject to redemption at the option of the holder.

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Other borrowings

At June 30, 2026 and December 31, 2025, the Company sold securities under agreements to repurchase totaling $20.2 million and $17.4 million, respectively. In addition, as a member of the FHLB, the Company has access to a line of credit and term financing from the FHLB with total available credit of $2.0 billion at June 30, 2026. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At June 30, 2026 and December 31, 2025, NBH Bank had $125.0 million and no outstanding borrowings with the FHLB, respectively. The Company may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged at June 30, 2026 or December 31, 2025. Loans pledged were $3.6 billion and $2.4 billion at June 30, 2026 and December 31, 2025, respectively. The Company incurred $0.9 million and $1.0 million of interest expense related to FHLB advances or other short-term borrowings for the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, the Company incurred $1.2 million and $2.3 million, respectively, of interest expense related to FHLB advances or other short-term borrowings.

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. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly further discretionary actions by regulators that could have a material adverse effect on us. At June 30, 2026 and December 31, 2025, 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 10 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. Our results of operations are also affected by provisions for credit losses and non-interest income, such as service charges, bank card income, swap fee income, and gain on sale of mortgages. Our primary operating expenses, aside from interest expense, consist of salaries and benefits, occupancy costs, telecommunications data processing expense, FDIC deposit insurance and intangible assets amortization. Any expenses related to the resolution of problem assets are also included in non-interest expense.

Overview of results of operations

Net income totaled $47.3 million, or $1.04 per diluted share, for the six months ended June 31, 2026, compared to net income of $58.3 million, or $1.51 per diluted share, for the six months ended June 30, 2025. During the six months ended June 30, 2026, acquisition and restructuring charges totaled $20.6 million, after tax. Adjusted net income, excluding these items, increased $9.7 million, or 16.6%, to $67.9 million, during the six months ended June 30, 2026. Adjusted earnings per diluted share totaled $1.50 for the six months ended June 30, 2026.

Pre-provision net revenue FTE totaled $68.5 million and $85.4 million for the six months ended June 30, 2026 and 2025, respectively. Excluding acquisition and restructuring charges, adjusted pre-provision net revenue FTE increased $9.9 million, or 11.5%, to $95.3 million for the six months ended June 30, 2026, compared to $85.4 million for the same period in the prior year.

The return on average assets totaled 0.78% and 1.19% for the six months ended June 30, 2026 and 2025, respectively. Excluding acquisition and restructuring charges, the adjusted return on average tangible assets totaled 1.23% for the six months ended June 30, 2026, compared to 1.29% for the same period in the prior year.

The return on average equity totaled 5.68% for the six months ended June 30, 2026, compared to 8.80% for the six months ended June 30, 2025. Excluding acquisition and restructuring charges, the adjusted return on average tangible common equity for the six months ended June 30, 2026 was 12.11%, compared to 12.44% for the six months ended June 30, 2025

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Net interest income

We regularly review net interest income metrics to provide us with indicators of how the various components of net interest income are performing. We regularly review: (i) our loan mix and the yield on loans; (ii) the investment portfolio and the related yields; (iii) our deposit mix and the cost of deposits; and (iv) net interest income simulations for various forecast periods.

The effects of trade-date accounting of investment securities for which the cash had not settled are not considered interest earning assets and are excluded from this presentation for timeframes prior to their cash settlement, as are the market value adjustments on the investment securities available-for-sale and loans.

The table below presents the components of net interest income on an FTE basis for the three months ended June 30, 2026 and 2025.


	For the three months ended					For the three months ended
	June 30, 2026					June 30, 2025
	Average balance		Interest		Average rate	Average balance		Interest		Average rate
Interest earning assets:
Originated loans FTE^(1)(2)(3)	$	6,762,456	$	102,709	6.09%	$	6,289,154	$	102,399	6.53%
Acquired loans		2,867,500		47,819	6.69%		1,262,933		19,397	6.16%
Loans held for sale		21,612		316	5.86%		21,115		354	6.72%
Investment securities available-for-sale		663,636		4,619	2.78%		701,920		4,661	2.66%
Investment securities held-to-maturity		791,847		6,327	3.20%		713,178		5,173	2.90%
Other securities		41,977		688	6.56%		30,560		466	6.10%
Interest earning deposits		194,358		1,765	3.64%		57,634		682	4.75%
Total interest earning assets FTE⁽²⁾	$	11,343,386	$	164,243	5.81%	$	9,076,494	$	133,132	5.88%
Cash and due from banks	$	95,632				$	79,131
Other assets		1,054,388					807,802
Allowance for credit losses		(114,769)					(90,292)
Total assets	$	12,378,637				$	9,873,135
Interest bearing liabilities:
Interest bearing demand, savings and money market deposits	$	6,393,003	$	38,371	2.41%	$	4,986,119	$	32,758	2.64%
Time deposits		1,270,963		10,530	3.32%		1,062,481		9,087	3.43%
Federal Home Loan Bank advances		89,188		855	3.85%		93,676		1,170	5.01%
Other borrowings⁽⁴⁾		37,202		167	1.80%		41,300		278	2.70%
Long-term debt, net		202,144		2,789	5.53%		54,574		518	3.81%
Total interest bearing liabilities	$	7,992,500	$	52,712	2.65%	$	6,238,150	$	43,811	2.82%
Demand deposits	$	2,520,897				$	2,152,899
Other liabilities		189,969					137,319
Total liabilities		10,703,366					8,528,368
Shareholders’ equity		1,675,271					1,344,767
Total liabilities and shareholders’ equity	$	12,378,637				$	9,873,135
Net interest income FTE⁽²⁾			$	111,531				$	89,321
Interest rate spread FTE⁽²⁾					3.16%					3.06%
Net interest earning assets	$	3,350,886				$	2,838,344
Net interest margin FTE⁽²⁾					3.94%					3.95%
Average transaction deposits	$	8,913,900				$	7,139,018
Average total deposits		10,184,863					8,201,499
Ratio of average interest earning assets to average interest bearing liabilities		141.93%					145.50%



(1)			Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)			Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $2,239 and $1,912 for the three months ended June 30, 2026 and 2025, respectively.
(3)			Loan fees included in interest income totaled $2,957 and $3,048 for the three months ended June 30, 2026 and 2025, respectively.
(4)			Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

Net interest income increased $21.9 million, or 25.0%, to $109.3 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Net interest income on an FTE basis increased $22.2 million to $111.5 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. During the three months ended June 30, 2026, the net interest margin FTE totaled 3.94%, compared to 3.95% for the three months ended June 30, 2025. The cost of funds improved

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eight basis points to 2.01% and was offset by a seven basis point decrease in earning asset yields compared to the three months ended June 30, 2025.

Average loans comprised $9.6 billion, or 84.9%, of total average interest earning assets during the three months ended June 30, 2026, compared to $7.6 billion, or 83.2%, during the three months ended June 30, 2025. Average loans increased $2.1 billion driven by a $1.6 billion increase in average acquired loans and $0.5 million of average originated loan growth. Our Vista acquisition added $1.9 billion in total loans on January 7, 2026.

Average investment securities comprised 12.8% and 15.6% of total interest earning assets during the three months ended June 30, 2026 and 2025, respectively. Average interest bearing cash balances totaled $194.4 million and $57.6 million during the three months ended June 30, 2026 and 2025, respectively.

Average interest bearing liabilities increased $1.8 billion during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by higher interest bearing demand, savings and money market deposits totaling $1.4 billion, time deposits totaling $208.5 million, and long-term debt totaling $147.6 million. The Vista acquisition added $2.2 billion of total deposits, including $2.0 of transaction deposits and $0.2 billion of time deposits on January 7, 2026.

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The table below presents the components of net interest income on an FTE basis for the six months ended June 30, 2026 and 2025:


	For the six months ended					For the six months ended
	June 30, 2026					June 30, 2025
	Average balance		Interest		Average rate	Average balance		Interest		Average rate
Interest earning assets:
Originated loans FTE^(1)(2)(3)	$	6,544,828	$	199,767	6.16%	$	6,312,413	$	204,620	6.54%
Acquired loans		2,907,677		97,634	6.77%		1,307,084		38,944	6.01%
Loans held for sale		20,093		600	6.02%		20,439		703	6.94%
Investment securities available-for-sale		678,758		9,620	2.83%		709,387		9,278	2.62%
Investment securities held-to-maturity		741,756		11,477	3.09%		674,783		9,293	2.75%
Other securities		39,557		1,204	6.09%		30,971		946	6.11%
Interest earning deposits		284,415		5,274	3.74%		52,946		1,221	4.65%
Total interest earning assets FTE⁽²⁾	$	11,217,084	$	325,576	5.85%	$	9,108,023	$	265,005	5.87%
Cash and due from banks	$	97,594				$	78,189
Other assets		1,047,471					801,127
Allowance for credit losses		(105,982)					(92,878)
Total assets	$	12,256,167				$	9,894,461
Interest bearing liabilities:
Interest bearing demand, savings and money market deposits	$	6,327,912	$	75,558	2.41%	$	5,006,472	$	65,269	2.63%
Time deposits		1,299,930		21,712	3.37%		1,049,305		17,843	3.43%
Federal Home Loan Bank advances		48,873		1,007	4.16%		100,376		2,275	4.57%
Other borrowings⁽⁴⁾		33,720		291	1.74%		45,764		660	2.91%
Long-term debt, net		168,895		4,493	5.36%		54,557		1,036	3.83%
Total interest bearing liabilities	$	7,879,330	$	103,061	2.64%	$	6,256,474	$	87,083	2.81%
Demand deposits	$	2,528,481				$	2,174,977
Other liabilities		171,104					128,611
Total liabilities		10,578,915					8,560,062
Shareholders’ equity		1,677,252					1,334,399
Total liabilities and shareholders’ equity	$	12,256,167				$	9,894,461
Net interest income FTE⁽²⁾			$	222,515				$	177,922
Interest rate spread FTE⁽²⁾					3.21%					3.06%
Net interest earning assets	$	3,337,754				$	2,851,549
Net interest margin FTE⁽²⁾					4.00%					3.94%
Average transaction deposits	$	8,856,393				$	7,181,449
Average total deposits		10,156,323					8,230,754
Ratio of average interest earning assets to average interest bearing liabilities		142.36%					145.58%


(1)		Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)		Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $4,421 and $3,822 for the six months ended June 30, 2026 and 2025, respectively.
(3)		Loan fees included in interest income totaled $6,668 and $6,371 for the six months ended June 30, 2026 and 2025, respectively.
(4)		Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

Net interest income increased $44.0 million to $218.1 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Net interest income on an FTE basis increased $44.6 million to $222.5 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. During the six months ended June 30, 2026, the net interest margin FTE expanded 6 basis points to 4.00%, compared to the six months ended June 30, 2025. Cost of funds improved eight basis points to 2.00%, during the six months ended June 30, 2026, partially offset by a two basis point decrease in earning asset yields, compared to the six months ended June 30, 2025.

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Average loans comprised $9.5 billion, or 84.3%, of total average interest earning assets during the six months ended June 30, 2026, compared to $7.6 billion, or 83.7%, during the six months ended June 30, 2025. Average loans increased $1.8 billion driven by a $1.6 billion increase in average acquired loans and $0.2 million of average originated loan growth. Our Vista acquisition added $1.9 billion in total loans on January 7, 2026.

Average investment securities comprised 12.7% and 15.2% of total interest earning assets during the six months ended June 30, 2026 and 2025, respectively. Average interest bearing cash balances totaled $284.4 million during the six months ended June 30, 2026, compared to $52.9 million for the same period in the prior year.

Average interest bearing liabilities increased $1.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by higher interest bearing demand, savings and money market deposits totaling $1.3 billion, time deposits totaling $250.6 million, and long-term debt totaling $114.3 million. The increase was partially offset by decreases in FHLB advances totaling $51.5 million. The Vista acquisition added $2.2 billion of total deposits, including $2.0 of transaction deposits and $0.2 billion of time deposits on January 7, 2026.

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The following table summarizes the changes in net interest income on an FTE basis by major category of interest earning assets and interest bearing liabilities, identifying changes related to volume and changes related to rates for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025:


	Three months ended June 30, 2026						Six months ended June 30, 2026
	compared to						compared to
	Three months ended June 30, 2025						Six months ended June 30, 2025
	Increase (decrease) due to						Increase (decrease) due to
	Volume		Rate		Net		Volume		Rate		Net
Interest income:
Originated loans FTE^(1)(2)(3)	$	7,189	$	(6,879)	$	310	$	7,094	$	(11,947)	$	(4,853)
Acquired loans		26,758		1,664		28,422		53,745		4,945		58,690
Loans held for sale		7		(45)		(38)		(10)		(93)		(103)
Investment securities available-for-sale		(266)		224		(42)		(434)		776		342
Investment securities held-to-maturity		629		525		1,154		1,036		1,148		2,184
Other securities		187		35		222		261		(3)		258
Interest earning deposits		1,242		(159)		1,083		4,292		(239)		4,053
Total interest income	$	35,746	$	(4,635)	$	31,111	$	65,984	$	(5,413)	$	60,571
Interest expense:
Interest bearing demand, savings and money market deposits	$	8,444	$	(2,831)	$	5,613	$	15,779	$	(5,490)	$	10,289
Time deposits		1,727		(284)		1,443		4,186		(317)		3,869
Federal Home Loan Bank advances		(43)		(272)		(315)		(1,061)		(207)		(1,268)
Other borrowings⁽⁴⁾		(18)		(93)		(111)		(104)		(265)		(369)
Long-term debt, net		2,036		235		2,271		3,042		415		3,457
Total interest expense		12,146		(3,245)		8,901		21,842		(5,864)		15,978
Net change in net interest income	$	23,600	$	(1,390)	$	22,210	$	44,142	$	451	$	44,593


(1)		Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)		Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $2,239 and $1,912 for the three months ended June 30, 2026 and 2025, respectively. The taxable equivalent adjustments included above are $4,421 and $3,822 for the six months ended June 30, 2026 and 2025, respectively.
(3)		Loan fees included in interest income totaled $2,957 and $3,048 for the three months ended June 30, 2026 and 2025, respectively. Loan fees included in interest income totaled $6,668 and $6,371 for the six months ended June 30, 2026 and 2025, respectively.
(4)		Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

Below is a breakdown of average deposits and the average rates paid during the periods indicated:


	For the three months ended						For the six months ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
			Average			Average			Average			Average
	Average		rate	Average		rate	Average		rate	Average		rate
	balance		paid	balance		paid	balance		paid	balance		paid
Non-interest bearing demand	$	2,520,897	0.00%	$	2,152,899	0.00%	$	2,528,481	0.00%	$	2,174,977	0.00%
Interest bearing demand		1,544,257	2.07%		1,305,133	2.36%		1,526,055	2.09%		1,330,856	2.38%
Money market accounts		4,218,884	2.74%		3,069,401	3.07%		4,168,950	2.74%		3,056,838	3.06%
Savings accounts		629,862	0.99%		611,585	1.05%		632,907	0.99%		618,778	1.04%
Time deposits		1,270,963	3.32%		1,062,481	3.43%		1,299,930	3.37%		1,049,305	3.43%
Total average deposits	$	10,184,863	1.93%	$	8,201,499	2.05%	$	10,156,323	1.93%	$	8,230,754	2.04%

Provision for credit losses

The provision for credit losses represents the amount of expense that is necessary to bring the ACL to a level that we deem appropriate to absorb estimated lifetime losses inherent in the loan portfolio and estimated losses inherent in unfunded loans as of the balance sheet date. The determination of the ACL, and the resultant provision for credit losses, is subjective and involves significant estimates and assumptions.

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During the three months ended June 30, 2026, the Company recorded provision expense for credit losses totaling $1.5 million, including $750 thousand provision expense for funded loans and $750 thousand provision expense for unfunded loan commitments. During the six months ended June 30, 2026, the Company recorded provision expense for credit losses totaling $5.5 million, including $5.1 million provision expense for funded loans and $0.4 million of provision expense for unfunded loan commitments.

During the three months ended June 30, 2025, the Company recorded no provision expense for credit losses, During the six months ended June 30, 2025, the Company recorded provision expense for credit losses of $10.2 million, including provision expense for funded loans totaling $10.5 million and a provision release of $0.3 million for unfunded loan commitments.

Non-interest income

The table below details the components of non-interest income for the periods presented:


	For the three months ended June 30,				For the six months ended June 30,				Three months			Six months
									Increase (decrease)			Increase (decrease)
	2026		2025		2026		2025		Amount		% Change	Amount		% Change
Service charges	$	4,501	$	4,127	$	8,693	$	8,245	$	374	9.1%	$	448	5.4%
Bank card fees		4,616		4,732		8,950		8,926		(116)	(2.5)%		24	0.3%
Mortgage banking income		2,423		2,547		5,165		5,862		(124)	(4.9)%		(697)	(11.9)%
Bank-owned life insurance income		903		776		1,790		1,540		127	16.4%		250	16.2%
Other non-interest income		7,323		4,884		12,901		7,869		2,439	49.9%		5,032	63.9%
Gain on security sales		—		—		246		—		—	100.0%		246	100.0%
Total non-interest income	$	19,766	$	17,066	$	37,745	$	32,442	$	2,700	15.8%	$	5,303	16.3%

Non-interest income totaled $19.8 million for the three months ended June 30, 2026, increasing 15.8% compared to the three months ended June 30, 2025. Other non-interest income increased $2.4 million and included a $0.8 million increase in income from partnership investments and increases in our diversified sources of fee income including trust, Cambr, and swap fee income. Mortgage banking income decreased $0.1 million driven by the current rate environment.

Non-interest income increased $5.3 million, or 16.3%, to $37.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Other non-interest income increased $5.0 million, primarily driven by a $1.1 million increase in income from partnership investments and increases in our diversified sources of fee income including trust, Cambr, and swap fee income. Mortgage banking income decreased $0.7 million driven by the current rate environment during the six months ended June 30, 2026.

Non-interest expense

The table below details the components of non-interest expense for the periods presented:


	For the three months ended June 30,				For the six months ended June 30,				Three months			Six months
									Increase (decrease)			Increase (decrease)
	2026		2025		2026		2025		Amount		% Change	Amount		% Change
Salaries and benefits	$	54,366	$	37,746	$	111,336	$	72,108	$	16,620	44.0%	$	39,228	54.4%
Occupancy and equipment		16,154		9,436		31,988		20,273		6,718	71.2%		11,715	57.8%
Data processing		7,945		4,452		15,598		8,853		3,493	78.5%		6,745	76.2%
Marketing and business development		1,923		968		3,427		1,914		955	98.7%		1,513	79.0%
FDIC deposit insurance		1,402		990		2,760		2,316		412	41.6%		444	19.2%
Bank card expenses		1,317		1,268		2,395		2,371		49	3.9%		24	1.0%
Professional fees		3,002		1,680		5,234		3,103		1,322	78.7%		2,131	68.7%
Other non-interest expense		6,408		4,444		14,152		10,086		1,964	44.2%		4,066	40.3%
Other intangible assets amortization		2,433		1,947		4,897		3,924		486	25.0%		973	24.8%
Total non-interest expense	$	94,950	$	62,931	$	191,787	$	124,948	$	32,019	50.9%	$	66,839	53.5%

During the three months ended June 30, 2026, non-interest expense increased $32.0 million, compared to the three months ended June 30, 2025 as a result of our recent acquisition. Non-interest expense during the three months ended June 30, 2026 included $11.2 million of acquisition and restructuring expenses. Excluding these items, the current quarter adjusted non-interest expense totaled $83.7 million, increasing from the same period in the prior year, primarily due to our recent acquisition. Occupancy and equipment expense increased $6.7 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025.

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During the six months ended June 30, 2026, non-interest expense increased $66.8 million to $191.8 million, compared to the same period during the prior year due to our recent acquisition. Non-interest expense during the six months ended June 30, 2026 included $26.6 million of acquisition and restructuring expenses. Excluding these items, the current period adjusted non-interest expense totaled $165.2 million, increasing from the same period in the prior year primarily due to our recent acquisition. Occupancy and equipment expense increased $11.7 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025.

Income taxes

Income tax expense totaled $6.1 million and $11.3 million for the three and six months ended June 30, 2026, respectively. Income tax expense for the three and six months ended June 30, 2025 totaled $7.5 million and $13.1 million, respectively. Changes between periods were primarily driven by changes in pre-tax income. The effective tax rate for the three and six months ended June 30, 2026 was 18.8% and 19.2%, respectively, compared to 18.1% and 18.4% for the same periods in the prior year.

Additional information regarding income taxes can be found in note 18 of our audited consolidated financial statements in our 2025 Annual Report on Form 10-K.

Liquidity and Capital Resources

Liquidity

Liquidity risk management is an important element in our asset/liability management. The Company maintains a robust liquidity profile at its holding company and the Banks, collectively as well as separately. The Company is prudently managing liquidity in the current environment and maintains a liquidity profile focused on core deposits and stable long-term funding sources. Liquidity is supplemented with a variety of secured and unsecured wholesale funding sources across the maturity spectrum, which allows for the effective management of concentration and rollover risk. The Company’s corporate treasury team measures liquidity needs through daily cash monitoring, weekly cash projections and monthly liquidity measures reviewed in conjunction with Board-approved liquidity policy limits. The Company also regularly conducts stress tests to its Board-approved contingency funding plan to assess potential liquidity outflows or funding concerns resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. 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 non-interest 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 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 June 30, 2026 and December 31, 2025:


	June 30, 2026		December 31, 2025
Cash and due from banks	$	380,696	$	417,058
Unencumbered investment securities, at fair value		534,555		466,935
Total	$	915,251	$	883,993

Total on-balance sheet liquidity increased $31.3 million at June 30, 2026 compared to December 31, 2025, driven by higher unencumbered investment securities of $67.6 million. As of June 30, 2026, approximately $746.9 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. 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 $1.3 billion at June 30, 2026, compared to $1.1 billion at December 31, 2025. As of June 30, 2026, the fair value was inclusive of pre-tax net unrealized losses of $64.2 million on the available-for-sale securities portfolio. Additionally, our held-to-maturity securities portfolio had $61.5 million of pre-tax net unrealized losses. The gross

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unrealized gains and losses are detailed in note 4 of our consolidated financial statements. As of June 30, 2026, our investment securities portfolio consisted primarily of MBS, all of which were issued or guaranteed by U.S. government agencies or sponsored enterprises. The anticipated repayments and marketability of these securities offer substantial resources and flexibility to meet new loan demand, reinvest in the investment securities portfolio, or provide optionality for reductions in our deposit funding base. At June 30, 2026, the duration of the investment securities portfolio was 3.8 years and the weighted average life was 4.5 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. The Company does not consider borrowing capacity at the Federal Reserve a primary source of funding; however, it could be used as a potential source of funds in a stressed environment or during a market disruption. The amount of available contingent secured borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged. The table below details those amounts as of the dates shown:


	June 30, 2026		December 31, 2025
Available FHLB borrowing capacity	$	2,005,873	$	1,536,090
Federal Reserve Bank discount window		1,864,532		1,416,059
Total off-balance sheet funds available	$	3,870,405	$	2,952,149

The Company had pledged $6.1 billion and $4.3 billion of loans as collateral to the FHLB and FRB discount window at June 30, 2026 and December 31, 2025, respectively. FHLB total borrowing capacity was $2.2 billion and $1.5 billion at June 30, 2026 and December 31, 2025, respectively. At June 30, 2026, the Company had $125.0 million outstanding borrowings with the FHLB, leaving undrawn borrowing capacity of $2.0 billion. At December 31, 2025, the Company had no borrowings with the FHLB. At June 30, 2026, the Company’s available secured and committed borrowing capacity at the FHLB and Federal Reserve totaled $3.9 billion, compared to $3.0 billion at December 31, 2025.

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. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs, as well as within prudently defined concentration and policy limits. 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. Additionally, $89.0 million was paid as cash consideration in connection with the Vista acquisition on January 7, 2026.

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. Maturing time deposits represent a potential use of funds. As of June 30, 2026, $1.2 billion of time deposits were scheduled to mature within 12 months. 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 the first quarter of 2026, the Company issued and sold $150.0 million aggregate principal amount of 5.875% fixed-to-floating rate subordinated notes at a public offering price equal to 100% of the aggregate principal amount of the notes. The net proceeds from the sale of the notes to the Company were approximately $147.3 million, after giving effect to the underwriting discount of 1.25% and estimated expenses of the offering of the notes. The Company intends to use the net proceeds for general corporate purposes. The Company also holds other fixed-to-floating notes. The balance on all subordinated notes totaled $202.0 million and $54.5 million at June 30, 2026 and December 31, 2025, respectively.

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Capital

Under the Basel III requirements, at June 30, 2026, 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. For more information on regulatory capital, see note 10 in our consolidated financial statements.

Our shareholders’ equity is impacted by earnings, changes in unrealized gains and losses on securities, net of tax, stock-based compensation activity, share repurchases, shares issued in connection with acquisitions and the payment of dividends. On January 7, 2026, the Company issued 7.3 million new shares of common stock as part of the consideration related to the Vista acquisition.

The Board of Directors has authorized multiple programs to repurchase shares of the Company’s common stock from time to time either in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. 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. The new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors and announced on May 9, 2023. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. No time limit has been set for completion of the program. During the three months ended June 30, 2026, the Company repurchased and 268,471 shares of common stock for $11.1 million. During the six months ended June 30, 2026, the Company repurchased 670,340 shares of common stock for $27.2 million. The remaining authorization under the program as of June 30, 2026 was $72.8 million.

During the second quarter, we paid a quarterly dividend of $0.32 per common share for approximately $14.6 million on June 15, 2026, to shareholders of record at the close of business on May 29, 2026. On August 4, 2026, our Board of Directors declared a quarterly dividend of $0.32 per common share, payable on September 15, 2026, to shareholders of record at the close of business on August 28, 2026.

Asset/Liability Management and Interest Rate Risk

The Board of Directors meets as often as necessary, but no less than quarterly, to review financial statements, significant accounting policy changes, liquidity, interest rate risk and asset and liability management. The Board also oversees the performance of our internal audit function as well as serves as an independent and objective body to monitor and assess our compliance with legal and regulatory requirements as well as internal control systems. Management and the Board of Directors are responsible for managing interest rate risk and employing risk management policies that monitor and limit this exposure. Interest rate risk is measured using net interest income simulations and market value of portfolio equity analyses. 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. The Asset Liability Committee also reviews the liquidity, capital, deposit mix, loan mix and investment positions of the Company. The Company’s principal objective regarding asset and liability management is to evaluate interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while preserving adequate levels of liquidity and capital.

Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and utilize various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows.

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We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the market value of assets less the market value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of the future cash flows. 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 slightly asset sensitive position in terms of interest rate sensitivity at June 30, 2026. 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 June 30, 2026 and December 31, 2025:


Hypothetical
shift in interest	% change in projected net interest income
rates (in bps)	June 30, 2026	December 31, 2025
200	4.46%	4.65%
100	2.24%	2.36%
(100)	(1.20)%	(1.95)%
(200)	(1.63)%	(3.13)%

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that management may undertake to manage the risks in response to anticipated changes in interest rates and actual results may also differ due to any actions taken in response to the changing rates.

As part of the asset/liability management strategy to manage primary market risk exposures expected to be in effect in future reporting periods, management has executed interest rate derivatives primarily using floors and collars. For further discussion of the Company’s derivative contracts refer to note 15. The strategy with respect to liabilities has been to continue to emphasize transaction deposit growth, particularly non-interest or low interest bearing non-maturing deposit accounts while building long-term client relationships. Non-maturing deposit accounts totaled 87.8% of total deposits at June 30, 2026, compared to 86.1% at December 31, 2025.

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. While we plan to continue our disciplined approach to expense management, an inflationary environment may cause wage pressures and general increases in our cost of doing business, which may increase our non-interest expense.

Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. 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. Interest rate changes do not necessarily move in the same direction, nor have the same magnitude, as changes in the prices of goods and services.

Off-Balance Sheet Activities

In the normal course of business, we are a party to various contractual obligations, commitments and other off-balance sheet activities that contain credit, market, and operational risk that are not required to be reflected in our consolidated financial statements. The most significant of these are the loan commitments that we enter into to meet the financing needs of clients, including commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. As of June 30, 2026 and December 31, 2025, we had loan commitments totaling $1.8 billion and $1.1 billion, respectively, and standby letters of credit totaling $160.0 million and $8.0 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information called for by this item is provided under the caption Asset/Liability Management and Interest Rate Risk in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference.

Item 4. CONTROLS AND PROCEDURES.

Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of June 30, 2026. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

On January 7, 2026, the Company completed the acquisition of Vista. The Company continues to incorporate Vista’s internal controls and procedures into its internal controls over financial reporting.

Other than mentioned above, there were no changes made in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, during the most recently completed fiscal quarter.

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PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

From time to time, we are a party to ordinary routine litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Item 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended June 30, 2026 the Company did not sell any unregistered equity securities.

Issuer Purchases of Equity Securities


					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⁽³⁾
April 1 - April 30, 2026	48,834	$	43.27	—	$	83,896,522
May 1 - May 31, 2026⁽¹⁾	164,640		41.42	158,868		77,324,935
June 1 - June 30, 2026⁽²⁾	114,114		41.60	109,603		72,771,192
Total	327,588		41.76	268,471


(1)		Of the shares repurchased in May 2026, 5,772 shares were purchased other than through publicly announced plans. These shares were 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.
(2)		Of the shares repurchased in June 2026, 4,511 shares were purchased other than through publicly announced plans. These shares were 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.
(3)		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. Under this authorization, $72.8 million remained available for purchase at June 30, 2026.

Item 5. OTHER INFORMATION.

(a)

Item 8.01 Other Events.

On August 4, 2026, the Company and John Steinmetz, Executive Vice Chair and Executive Managing Director of Strategic Initiatives at NBH Bank, mutually agreed that Mr. Steinmetz would transition from his role as an employee and officer of the Company, effective August 5, 2026, and be engaged to serve as a consultant to the Company. In connection with this transition, the Company and Mr. Steinmetz entered into an Independent Contractor Agreement dated effective August 5, 2026 (the “Consulting Agreement”) and a Release Agreement dated August 4, 2026 (the “Release”).

Under the Consulting Agreement, Mr. Steinmetz will provide strategic advice, business transition support, relationship management assistance and advisory support to the Company through December 31, 2027, unless terminated earlier pursuant to its terms (the “Consulting Period”). The Consulting Agreement provides for cash compensation equal to $66,000 per month, plus additional cash compensation of $720,000, to be paid in four quarterly payments during 2027, continued vesting of equity during the Consulting Period, and certain benefits upon a change of control and upon early termination as set forth in the Consulting Agreement. The Consulting Agreement also extends the restrictive covenants relating to non-

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disparagement, confidential information, nonsolicitation and noncompetition contained in his employment agreement through the Consulting Period and for a specified period thereafter.

Pursuant to the Release, in exchange for a release of all claims, Mr. Steinmetz will receive a lump sum cash payment equal to $1,720,000 and, if Mr. Steinmetz elects to continue his health insurance coverage, payment of premiums for him and his dependents through the Consulting Period. The restricted stock previously awarded for his service as an employee will continue vesting in accordance with the original vesting schedules for so long as he continues to serve the Company as a consultant as provided in the Independent Contractor Agreement, and such equity awards will continue to be subject to clawback by the Company under its policies and applicable law or stock exchange listing standards.

The foregoing descriptions of the Consulting Agreement and Release are qualified in their entirety by reference to the full text of such agreements filed as Exhibits 10.2 and 10.3 attached hereto.

(b)

Changes in Procedures By Which Security Holders May Recommend Nominees.

None

(c)

Trading Arrangements.

During the six months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. EXHIBITS.



3.1		Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-177971), filed August 22, 2012)

3.2		Second Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed November 7, 2014)

10.1		National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as Amended and Restated May 7, 2026 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed on May 12, 2026)^˄

10.2		Independent Contractor Agreement among National Bank Holdings Corporation, NBH Bank and John D. Steinmetz dated effective August 5, 2026

10.3		Release Agreement among National Bank Holdings Corporation, NBH Bank and John D. Steinmetz dated August 4, 2026

31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation

101.DEF		XBRL Taxonomy Extension Definition

101.LAB		XBRL Taxonomy Extension Labels

101.PRE		XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

^˄represents a management contract or compensatory plan

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SIGNATURES

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

National Bank Holdings Corporation