LOANS AND ALLOWANCE FOR CREDIT LOSSES | LOANS AND ALLOWANCE FOR CREDIT LOSSES The loan portfolio balances, net of unearned income and fees, consist of various types of loans primarily made to borrowers located within Texas, and segregated by class of loan were as follows: September 30, 2024 December 31, 2023 (In thousands) Commercial and industrial $ 1,347,876 $ 1,409,002 Paycheck Protection Program (PPP) 2,877 5,100 Real estate: Commercial real estate (including multi-family residential) 3,976,296 4,071,807 Commercial real estate construction and land development 890,316 1,060,406 1-4 family residential (including home equity) 1,112,235 1,047,174 Residential construction 161,494 267,357 Consumer and other 60,030 64,287 Total loans 7,551,124 7,925,133 Allowance for credit losses on loans (84,501) (91,684) Loans, net $ 7,466,623 $ 7,833,449 Nonaccrual and Past Due Loans An aging analysis of past due loans, segregated by class of loans, is included below. September 30, 2024 Loans Past Due and Still Accruing Nonaccrual Current Total 30-89 90 or More Total Past (In thousands) Commercial and industrial $ 4,817 $ — $ 4,817 $ 9,712 $ 1,333,347 $ 1,347,876 Paycheck Protection Program (PPP) 14 — 14 6 2,857 2,877 Real estate: Commercial real estate (including multi-family residential) 14,917 — 14,917 10,695 3,950,684 3,976,296 Commercial real estate construction and land development 2,558 — 2,558 4,183 883,575 890,316 1-4 family residential (including home equity) 4,451 — 4,451 7,259 1,100,525 1,112,235 Residential construction 5,546 — 5,546 121 155,827 161,494 Consumer and other 99 — 99 164 59,767 60,030 Total loans $ 32,402 $ — $ 32,402 $ 32,140 $ 7,486,582 $ 7,551,124 December 31, 2023 Loans Past Due and Still Accruing Nonaccrual Current Total 30-89 90 or More Total Past (In thousands) Commercial and industrial $ 6,096 $ — $ 6,096 $ 5,048 $ 1,397,858 $ 1,409,002 Paycheck Protection Program (PPP) 375 — 375 — 4,725 5,100 Real estate: Commercial real estate (including multi-family residential) 9,600 — 9,600 16,699 4,045,508 4,071,807 Commercial real estate construction and land development 7,341 — 7,341 5,043 1,048,022 1,060,406 1-4 family residential (including home equity) 3,492 — 3,492 8,874 1,034,808 1,047,174 Residential construction 498 — 498 3,288 263,571 267,357 Consumer and other 64 — 64 239 63,984 64,287 Total loans $ 27,466 $ — $ 27,466 $ 39,191 $ 7,858,476 $ 7,925,133 Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt. The Company utilizes a risk rating matrix to assign a risk rating to each of its loans. Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes including lending management monitoring, executive management and board committee oversight, and independent credit review. As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio and methodology for calculating the allowance for credit losses, management assigns and tracks certain risk ratings to be used as credit quality indicators including trends related to (1) the weighted-average risk grade of loans, (2) the level of classified loans, (3) the delinquency status of loans, (4) nonperforming loans and (5) the general economic conditions in our market. Individual bankers, under the oversight of credit administration, review updated financial information for all pass grade commercial loans to reassess the risk grade on at least an annual basis. When a loan reaches a set of internally designated criteria, including Substandard or higher, a special assets officer will be involved in the monitoring of the loan on an on-going basis. The following is a general description of the risk ratings used by the Company: Pass —Credits in this category contain an acceptable amount of risk. Special Mention —Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Substandard —Loans classified as substandard have well-defined weaknesses on a continuing basis and are inadequately protected by the current net worth and paying capacity of the borrower, declining collateral values, or a continuing downturn in their industry which is reducing their profits to below zero and having a significantly negative impact on their cash flow. These loans so classified are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful —Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loss —Loans classified as loss are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt. The following table presents risk ratings by category and the gross charge-offs by primary loan type and year of origination or renewal. Generally, current period renewals of credit are re-underwritten at the point of renewal and considered current period originations for purposes of the table below. The following summarizes the amortized cost basis of loans by year of origination/renewal and credit quality indicator by class of loan as of September 30, 2024 and December 31, 2023: September 30, 2024 December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Revolving Loans Total Total 2024 2023 2022 2021 2020 Prior (In thousands) Commercial and industrial Pass $ 204,235 $ 237,416 $ 172,538 $ 129,491 $ 27,316 $ 22,057 $ 463,532 $ 52,523 $ 1,309,108 $ 1,377,118 Special Mention 1,316 1,297 2,546 618 132 780 2,721 1,923 11,333 8,340 Substandard 1,207 1,290 4,145 897 402 10,684 2,951 5,816 27,392 23,496 Doubtful — 43 — — — — — — 43 48 Total commercial and industrial loans $ 206,758 $ 240,046 $ 179,229 $ 131,006 $ 27,850 $ 33,521 $ 469,204 $ 60,262 $ 1,347,876 $ 1,409,002 Current period gross charge-offs $ — $ 1,207 $ 570 $ 305 $ 174 $ 46 $ 410 $ 2,218 $ 4,930 Paycheck Protection Program (PPP) Pass $ — $ — $ — $ 1,715 $ 1,162 $ — $ — $ — $ 2,877 $ 5,100 Special Mention — — — — — — — — — — Substandard — — — — — — — — — — Doubtful — — — — — — — — — — Total PPP loans $ — $ — $ — $ 1,715 $ 1,162 $ — $ — $ — $ 2,877 $ 5,100 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate (including multi-family residential) Pass $ 326,262 $ 404,440 $ 1,337,966 $ 753,748 $ 364,426 $ 471,694 $ 108,888 $ 21,454 $ 3,788,878 $ 3,959,675 Special Mention 16,867 6,647 37,010 18,064 27,680 18,400 2,285 1,389 128,342 54,483 Substandard 803 10,517 7,807 23,057 4,852 10,134 1,906 — 59,076 57,649 Doubtful — — — — — — — — — — Total commercial real estate (including multi-family residential) loans $ 343,932 $ 421,604 $ 1,382,783 $ 794,869 $ 396,958 $ 500,228 $ 113,079 $ 22,843 $ 3,976,296 $ 4,071,807 Current period gross charge-offs $ — $ — $ — $ 541 $ 245 $ — $ — $ — $ 786 Commercial real estate construction and land development Pass $ 162,490 $ 198,998 $ 330,380 $ 75,628 $ 12,395 $ 8,595 $ 51,948 $ 11,187 $ 851,621 $ 1,032,789 Special Mention 2,115 5,372 7,026 5,495 — 1,642 6,963 — 28,613 9,737 Substandard 3,992 4,325 833 — — 79 310 543 10,082 17,880 Doubtful — — — — — — — — — — Total commercial real estate construction and land development $ 168,597 $ 208,695 $ 338,239 $ 81,123 $ 12,395 $ 10,316 $ 59,221 $ 11,730 $ 890,316 $ 1,060,406 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — September 30, 2024 December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans 2024 2023 2022 2021 2020 Prior Total Total (In thousands) 1-4 family residential (including Pass $ 100,678 $ 164,149 $ 289,962 $ 202,768 $ 104,403 $ 113,166 $ 87,228 $ 11,404 $ 1,073,758 $ 1,011,743 Special Mention 1,262 1,671 1,835 3,272 1,764 1,390 — 443 11,637 5,384 Substandard 2,333 2,491 1,381 3,279 1,709 5,719 3,827 6,101 26,840 30,047 Doubtful — — — — — — — — — — Total 1-4 family residential (including home equity) $ 104,273 $ 168,311 $ 293,178 $ 209,319 $ 107,876 $ 120,275 $ 91,055 $ 17,948 $ 1,112,235 $ 1,047,174 Current period gross charge-offs $ — $ — $ — $ — $ 2 $ — $ — $ — $ 2 Residential construction Pass $ 73,865 $ 68,890 $ 12,338 $ — $ — $ — $ 177 $ — $ 155,270 $ 264,069 Special Mention — 321 — — — — — — 321 — Substandard 5,782 121 — — — — — — 5,903 3,288 Doubtful — — — — — — — — — — Total residential construction $ 79,647 $ 69,332 $ 12,338 $ — $ — $ — $ 177 $ — $ 161,494 $ 267,357 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Consumer and other Pass $ 27,596 $ 9,147 $ 3,820 $ 1,853 $ 693 $ 411 $ 14,561 $ 1,654 $ 59,735 $ 63,881 Special Mention — — 21 16 — — — — 37 67 Substandard 86 28 70 21 — — 2 51 258 339 Doubtful — — — — — — — — — — Total consumer and other $ 27,682 $ 9,175 $ 3,911 $ 1,890 $ 693 $ 411 $ 14,563 $ 1,705 $ 60,030 $ 64,287 Current period gross charge-offs $ — $ 10 $ — $ 4 $ — $ 30 $ — $ 93 $ 137 Total loans Pass $ 895,126 $ 1,083,040 $ 2,147,004 $ 1,165,203 $ 510,395 $ 615,923 $ 726,334 $ 98,222 $ 7,241,247 $ 7,714,375 Special Mention 21,560 15,308 48,438 27,465 29,576 22,212 11,969 3,755 180,283 78,011 Substandard 14,203 18,772 14,236 27,254 6,963 26,616 8,996 12,511 129,551 132,699 Doubtful — 43 — — — — — — 43 48 Total loans $ 930,889 $ 1,117,163 $ 2,209,678 $ 1,219,922 $ 546,934 $ 664,751 $ 747,299 $ 114,488 $ 7,551,124 $ 7,925,133 Current period gross charge-offs $ — $ 1,217 $ 570 $ 850 $ 421 $ 76 $ 410 $ 2,311 $ 5,855 The following table presents the activity in the allowance for credit losses on loans by portfolio type for the three and nine months ended September 30, 2024 and 2023: Commercial and industrial Paycheck Protection Program (PPP) Commercial real estate (including multi-family residential) Commercial real estate construction and land development 1-4 family residential (including home equity) Residential construction Consumer and other Total (In thousands) Allowance for credit losses on loans: Three Months Ended Balance June 30, 2024 $ 38,776 $ — $ 35,897 $ 12,511 $ 5,230 $ 1,963 $ 395 $ 94,772 (Reversal of) provision for credit losses on loans (5,101) — (245) (480) (177) (384) 49 (6,338) Charge-offs (4,120) — (259) — (2) — (32) (4,413) Recoveries 451 — 26 — — — 3 480 Net charge-offs (3,669) — (233) — (2) — (29) (3,933) Balance September 30, 2024 $ 30,006 $ — $ 35,419 $ 12,031 $ 5,051 $ 1,579 $ 415 $ 84,501 Nine Months Ended Balance December 31, 2023 $ 31,979 $ — $ 38,187 $ 13,627 $ 4,785 $ 2,623 $ 483 $ 91,684 (Reversal of) provision for credit losses on loans 1,791 — (2,008) (1,596) 262 (1,044) 58 (2,537) Charge-offs (4,930) — (786) — (2) — (137) (5,855) Recoveries 1,166 — 26 — 6 — 11 1,209 Net charge-offs (3,764) — (760) — 4 — (126) (4,646) Balance September 30, 2024 $ 30,006 $ — $ 35,419 $ 12,031 $ 5,051 $ 1,579 $ 415 $ 84,501 Three Months Ended Balance June 30, 2023 $ 38,505 $ — $ 38,963 $ 14,500 $ 4,757 $ 3,080 $ 390 $ 100,195 Provision for credit losses on loans 2,173 — 58 (791) 34 (221) 243 1,496 Charge-offs (8,169) — — — — — (7) (8,176) Recoveries 55 — 2 — — — 3 60 Net charge-offs (8,114) — 2 — — — (4) (8,116) Balance September 30, 2023 $ 32,564 $ — $ 39,023 $ 13,709 $ 4,791 $ 2,859 $ 629 $ 93,575 Nine Months Ended Balance December 31, 2022 $ 41,236 $ — $ 32,970 $ 14,121 $ 2,709 $ 1,796 $ 348 $ 93,180 Provision for credit losses on loans (143) — 6,037 (412) 2,096 1,063 298 8,939 Charge-offs (9,653) — — — (23) — (45) (9,721) Recoveries 1,124 — 16 — 9 — 28 1,177 Net charge-offs (8,529) — 16 — (14) — (17) (8,544) Balance September 30, 2023 $ 32,564 $ — $ 39,023 $ 13,709 $ 4,791 $ 2,859 $ 629 $ 93,575 Allowance for Credit Losses on Unfunded Commitments In addition to the allowance for credit losses on loans, the Company has established an allowance for credit losses on unfunded commitments, classified in other liabilities and adjusted as a provision for credit loss expense. The allowance represents estimates of expected credit losses over the contractual period in which there is exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on the commitments expected to fund. The estimate of commitments expected to fund is informed by historical analysis looking at utilization rates. The expected credit loss rates applied to the commitments expected to fund is informed by the general valuation allowance utilized for outstanding balances with the same underlying assumptions and drivers. The allowance for credit losses on unfunded commitments as of September 30, 2024 and December 31, 2023 was $10.0 million and $11.3 million, respectively. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The Company recorded a provision on unfunded commitments of $353 thousand during the three months ended September 30, 2024 compared to a provision on unfunded commitments of $818 thousand for the three months ended September 30, 2023 and a reversal of provision on unfunded commitments of $1.3 million for the nine months ended September 30, 2024 compared to a $1.0 million reversal of provision on unfunded commitments for the nine months ended September 30, 2023. Collateral Dependent Loans Collateral dependent loans are secured by real estate assets, accounts receivable, inventory and equipment. For a collateral dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan and any loss is included in the allowance for credit losses on loans as a specific allocation. The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses as of September 30, 2024 and December 31, 2023: September 30, 2024 Real Estate Business Assets Other Total (In thousands) Commercial and industrial $ — $ 6,483 $ — $ 6,483 Real estate: Commercial real estate (including multi-family residential) 9,038 — — 9,038 Commercial real estate construction and land development 4,183 — — 4,183 1-4 family residential (including home equity) 7,259 — — 7,259 Residential construction — — — — Consumer and other — — 86 86 Total $ 20,480 $ 6,483 $ 86 $ 27,049 December 31, 2023 Real Estate Business Assets Other Total (In thousands) Commercial and industrial $ — $ 70 $ — $ 70 Real estate: Commercial real estate (including multi-family residential) 5,548 — — 5,548 Commercial real estate construction and land development 437 — — 437 1-4 family residential (including home equity) 424 — — 424 Residential construction — — — — Consumer and other — — — — Total $ 6,409 $ 70 $ — $ 6,479 Nonaccrual Loans The following tables present additional information regarding nonaccrual loans. No interest income was recognized on nonaccrual loans as of September 30, 2024 and December 31, 2023. September 30, 2024 Nonaccrual Loans with No Related Allowance Nonaccrual Loans with Related Allowance Total Nonaccrual Loans (In thousands) Commercial and industrial $ 4,826 $ 4,886 $ 9,712 Paycheck Protection Program (PPP) 6 — 6 Real estate: Commercial real estate (including multi-family residential) 8,773 1,922 10,695 Commercial real estate construction and land development 79 4,104 4,183 1-4 family residential (including home equity) 5,509 1,750 7,259 Residential construction — 121 121 Consumer and other 86 78 164 Total loans $ 19,279 $ 12,861 32,140 December 31, 2023 Nonaccrual Loans with No Related Allowance Nonaccrual Loans with Related Allowance Total Nonaccrual Loans (In thousands) Commercial and industrial $ 1,616 $ 3,432 $ 5,048 Paycheck Protection Program (PPP) — — — Real estate: Commercial real estate (including multi-family residential) 11,844 4,855 16,699 Commercial real estate construction and land development 5,043 — 5,043 1-4 family residential (including home equity) 7,400 1,474 8,874 Residential construction 3,288 — 3,288 Consumer and other 54 185 239 Total loans $ 29,245 $ 9,946 $ 39,191 Loan Modifications Effective January 1, 2023, under ASU 2022-02, loan modifications are reported if concessions have been granted to borrowers that are experiencing financial difficulty. Information on these loan modifications originated after the effective date is presented according to the new accounting guidance. The percentage of loans modified comprised less than 1% of their respective classes of loan portfolios at September 30, 2024. The following tables present information regarding loans that were modified due to the borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Payment Delay Total (In thousands) Commercial and industrial $ — $ 1,021 $ — $ — $ — $ 559 $ 1,580 Real estate: Commercial real estate (including multi-family residential) — — — — — — — Commercial real estate construction and land development — 755 1,428 — — — 2,183 1-4 family residential (including home equity) — — — — — 499 499 Residential construction — — — — Consumer and other — — — — — — — Total $ — $ 1,776 $ 1,428 $ — $ — $ 1,058 $ 4,262 Nine Months Ended September 30, 2024 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Payment Delay Total (In thousands) Commercial and industrial $ — $ 1,171 $ 807 $ — $ — $ 1,423 $ 3,401 Real estate: Commercial real estate (including multi-family residential) — — 1,720 — — 1,482 3,202 Commercial real estate construction and land development — 2,781 1,428 — — 2,415 6,624 1-4 family residential (including home equity) — — 1,040 — — 499 1,539 Residential construction — 236 — — — 236 Consumer and other — — — — — — — Total $ — $ 4,188 $ 4,995 $ — $ — $ 5,819 $ 15,002 Three Months Ended September 30, 2023 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Payment Delay Total (In thousands) Commercial and industrial $ — $ — $ — $ — $ — $ — $ — Real estate: Commercial real estate (including multi-family residential) — 1,890 — — — — 1,890 Commercial real estate construction and land development — — — — — — — 1-4 family residential (including home equity) — 322 99 — — 71 492 Residential construction — — — — — — — Consumer and other — — — — — — — Total $ — $ 2,212 $ 99 $ — $ — $ 71 $ 2,382 Nine Months Ended September 30, 2023 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Payment Delay Total (In thousands) Commercial and industrial $ 89 $ 2,185 $ — $ — $ — $ 260 $ 2,534 Real estate: Commercial real estate (including multi-family residential) — 2,670 — — — 1,703 4,373 Commercial real estate construction and land development — 6,850 — — — — 6,850 1-4 family residential (including home equity) — 1,037 99 — — 71 1,207 Residential construction — — — — — — — Consumer and other — 94 — — — — 94 Total $ 89 $ 12,836 $ 99 $ — $ — $ 2,034 $ 15,058 The following table summarizes, by loan portfolio, the financial effect of the Company’s loan modifications for the periods indicated: Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Weighted-Average Term Extension Weighted-Average Interest Rate Reduction Weighted-Average Term Extension Weighted-Average Interest Rate Reduction (months) (months) Commercial and industrial 6 0.0 % — 0.0 % Real estate: Commercial real estate (including multi-family residential) — 0.0 % 6 0.0 % Commercial real estate construction and land development 20 0.0 % — 0.0 % 1-4 family residential (including home equity) — 0.0 % 24 1.5 % Residential construction — 0.0 % — 0.0 % Consumer and other — 0.0 % — 0.0 % Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Weighted-Average Term Extension Weighted-Average Interest Rate Reduction Weighted-Average Term Extension Weighted-Average Interest Rate Reduction (months) (months) Commercial and industrial 6 0.0 % 12 2.0 % Real estate: Commercial real estate (including multi-family residential) — 0.0 % 9 0.0 % Commercial real estate construction and land development 9 0.0 % 12 0.0 % 1-4 family residential (including home equity) — 0.0 % 16 1.5 % Residential construction 6 0.0 % — 0.0 % Consumer and other — 0.0 % 7 0.0 % The following table summarizes modified loans that had a payment default, determined as 90 or more days past due, within the past twelve months that were modified due to the borrowers experiencing financial difficulty during the periods indicated: Twelve Months Ended September 30, 2024 Twelve Months Ended September 30, 2023 Term Extension Payment Delay Interest Rate Reduction Term Extension Payment Delay Interest Rate Reduction (In thousands) Commercial and industrial $ — $ 807 $ — $ 670 $ — $ 89 Real estate: Commercial real estate (including multi-family residential) — — — — — — Commercial real estate construction and land development 1,668 — — — — — 1-4 family residential (including home equity) — 655 — 715 99 — Residential construction — — — — — — Consumer and other — — — — — — $ 1,668 $ 1,462 $ — $ 1,385 $ 99 $ 89 |