v3.26.3
Mergers and Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Mergers and Acquisitions Mergers and Acquisitions –
Progressive Bancorp, Inc.
On January 1, 2026, the Company consummated the merger of Progressive Bancorp, Inc. (“Progressive”), headquartered in Monroe, Louisiana, with and into the Company, pursuant to the terms of that certain Agreement and Plan of Reorganization (the “Reorganization Agreement”), dated as of July 7, 2025, by and between the Company and Progressive (the "Merger"). Also on January 1, 2026, Progressive's wholly owned banking subsidiary, Progressive Bank, was merged with and into b1BANK. Pursuant to the terms of the Reorganization Agreement, upon consummation of the Merger, the Company issued 3,192,367 shares of its common stock to the former shareholders of Progressive. At December 31, 2025, Progressive reported $773.8 million in total assets, $597.2 million in loans and $684.9 million in deposits.
The following table reflects the consideration paid for Progressive's net assets and the identifiable assets purchased and liabilities assumed at their fair values as of January 1, 2026. The fair values are provisional estimates and may be adjusted for a period of up to one year from the date of acquisition if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.
Cost and Allocation of Purchase Price for Progressive Bancorp, Inc. (Progressive):
(Dollars in thousands, except per share data)
Purchase Price:
Shares Issued to Progressive's Shareholders on January 1, 20263,192,367
Closing Stock Price on December 31, 2025$26.14 
Total Stock Issued$83,448 
Partial Shares Paid in Cash3 
Total Purchase Price$83,451 
Net Assets Acquired:
Cash and Cash Equivalents$93,255 
Securities Available for Sale45,047 
Loans and Leases Receivable, Net of Allowance573,919 
Premises and Equipment, Net25,903 
Cash Value of Life Insurance11,559 
Core Deposit Intangible15,950 
Other Assets8,988 
Total Assets774,621 
Deposits684,773 
Borrowings7,538 
Other Liabilities7,592 
Total Liabilities699,903 
Net Assets Acquired74,718 
Goodwill Resulting from Merger$8,733 
The Company has recorded approximately $6.9 million and $3.8 million of acquisition-related costs within merger and conversion-related expenses, salaries and benefits, and occupancy and equipment expense for the nine months ended September 30, 2026, and year ended December 31, 2025, respectively.
The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed presented above.
Cash and Cash Equivalents: The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.
Securities Available for Sale: Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models/estimations.
Loans and Leases Receivable: Fair values for loans were based on a discounted cash flow methodology that considered factors including, but not limited to, loan type, classification status, remaining term, prepayment speed, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and included adjustments for any liquidity concerns. The discount rate did not include an explicit factor for credit losses, as that was included within the estimated cash flows. As discussed in Note 1, the Company adopted ASU 2025-08, which requires a calculation and application of Day 1 allowance for non-PCD loans, as well as PCD loans. The Day 1 allowance amounts are applied on a gross basis.
Acquired loans are evaluated as either purchased with a more-than insignificant amount of credit deterioration (“PCD”) or an insignificant amount of credit deterioration (“non-PCD”) at acquisition, based upon management’s assessment of whether or not a loan has experienced more than insignificant credit deterioration since origination. This evaluation is completed by management using a variety of factors, including individual loan characteristics as well as industry type and collateral evaluation, among other factors. At acquisition, management designated loans with a fair value of $8.0 million as PCD. The fair value was inclusive of a $6.9 million PCD allowance and $750,000 non-credit fair value discount from the acquired contractual value.
The remainder of the Progressive loan portfolio, with a fair value of $565.9 million at acquisition included a non-PCD allowance of $2.4 million and a non-credit fair value discount of $13.7 million from the acquired contractual value.
Core Deposit Intangible (“CDI”): The fair value for core deposit intangible assets was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, including interest cost, and alternative cost of funds. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.
Deposits: The fair values used for the demand and savings deposits, by definition, equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis, that applied interest rates currently being offered to the contractual interest rates on such time deposits.
Borrowings: Fair values for borrowings were based on estimated market rates over the remaining terms of the subordinated debt issuances.
Pro forma tables for Progressive have not been presented because the acquisition was not material to the Company's consolidated financial statements.
American Planning Corporation
On June 29, 2026, the Company consummated the acquisition of American Planning Corporation (“APC”) for $6.8 million, of which $2.6 million was paid in cash and $4.3 million of subordinated debt was issued. As part of the transaction, the Company recorded a customer intangible of $4.8 million to be amortized over a ten-year period and $1.9 million in goodwill.