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 all made to borrowers located within Texas and segregated by class of loan were as follows: December 31, 2024 2023 (In thousands) Commercial and industrial $ 1,362,260 $ 1,414,102 Real estate: Commercial real estate (including multi-family residential) 3,868,218 4,071,807 Commercial real estate construction and land development 845,494 1,060,406 1-4 family residential (including home equity) 1,115,484 1,047,174 Residential construction 157,977 267,357 Consumer and other 90,421 64,287 Total loans 7,439,854 7,925,133 Allowance for credit losses on loans (81,058) (91,684) Loans, net $ 7,358,796 $ 7,833,449 Loan Origination/Risk Management The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. In addition, an independent third party loan review is performed on a quarterly basis. In connection with the reviews of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements include: Commercial and Industrial Loans— The Company makes commercial and industrial loans in its market area that are underwritten on the basis of the borrower’s ability to service the debt from income. The portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations. The Company generally takes as collateral a lien on any available real estate, equipment or other assets owned by the borrower and typically obtains a personal guaranty of the borrower or principal. Commercial Real Estate— The Company makes loans collateralized by owner-occupied, nonowner-occupied and multi-family real estate to finance the purchase or ownership of real estate. The Company’s nonowner-occupied and multi-family commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on sufficient income from the properties securing the loans to cover operating expenses and debt service. The Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. In addition, these loans are generally guaranteed by individual owners of the borrower and have typically lower loan to value ratios. Loans secured by owner-occupied properties represented 47.4% of the outstanding principal balance of the Company’s commercial real estate loans at December 31, 2024. The Company is dependent on the cash flows of the business occupying the property and its owners and requires these loans generally to be secured by property with adequate margins and guaranteed by the individual owners. The Company’s owner-occupied commercial real estate loans collateralized by first liens on real estate typically have fixed interest rates and amortize over a 10 to 20 year period. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Company’s metropolitan area. Construction and Land Development Loans— The Company makes loans to finance the construction of nonresidential and residential properties. Construction loans generally are collateralized by first liens on real estate and generally have floating interest rates. Construction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. The Company generally conducts periodic inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Underwriting guidelines similar to those described above are also used in the Company’s construction lending activities. The Company may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period of time. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Company’s metropolitan area. 1-4 Residential Real Estate Loans— The Company’s lending activities also include the origination of 1-4 family residential mortgage loans (including home equity loans) collateralized by owner-occupied residential properties located in the Company’s market areas. The Company offers a variety of mortgage loan portfolio products which have a term of 5 to 7 years and generally amortize over 10 to 30 years. Loans collateralized by 1-4 family residential real estate generally have been originated in amounts of no more th an 90% o f appraised value. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Company’s metropolitan area that might impact either property values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a larger number of borrowers. Consumer and Other Loans— The Company makes a variety of loans to individuals for personal and household purposes including secured and unsecured installment and term loans. Consumer loans are underwritten based on the individual borrower’s income, current debt level, past credit history and the value of any available collateral. Repayment for these loans will come from a borrower’s income source that are typically independent of the loan purpose. The terms of these loans typically range from 12 to 60 months and vary based upon the nature of collateral and size of loan. Credit risk is driven by consumer economic factors, such as, unemployment and general economic conditions in the Company metropolitan area and the creditworthiness of a borrower. In addition, for each category, the Company considers secondary sources of income and the financial strength and credit history of the borrower and any guarantors. Concentrations of Credit A majority of the Company’s lending activity occurs in and around our market. The Company’s loans are primarily loans secured by real estate, including commercial and residential construction, owner-occupied and nonowner-occupied and multi-family commercial real estate, raw land and other real estate based loans. Related Party Loans Related-party loans activity for the year ended December 31, 2024 was as follows (in thousands): Beginning balance on January 1 $ 115,143 New loans and additions 39,275 Repayments (48,184) Ending balance on December 31 $ 106,234 The related party loans outstanding at December 31, 2024 and 2023 are net of cash collateralized loans of $22.0 million and $22.7 million, respectively. Nonaccrual and Past Due Loans An aging analysis of the recorded investment in past due loans, segregated by class of loans, is included below. The Company defines recorded investment as the outstanding loan balances including net deferred loan fees, and excluding accrued interest receivable of $30.4 million and $37.4 million as of December 31, 2024 and 2023, respectively, due to immateriality. December 31, 2024 Loans Past Due and Still Accruing Nonaccrual Current Total 30-89 90 or More Total Past (In thousands) Commercial and industrial $ 6,814 $ — $ 6,814 $ 8,500 $ 1,346,946 $ 1,362,260 Real estate: Commercial real estate (including multi-family residential) 15,128 — 15,128 16,459 3,836,631 3,868,218 Commercial real estate construction and land development 1,614 — 1,614 3,061 840,819 845,494 1-4 family residential (including home equity) 10,684 — 10,684 9,056 1,095,744 1,115,484 Residential construction 478 — 478 — 157,499 157,977 Consumer and other 37 — 37 136 90,248 90,421 Total loans $ 34,755 $ — $ 34,755 $ 37,212 $ 7,367,887 $ 7,439,854 December 31, 2023 Loans Past Due and Still Accruing Nonaccrual Current Total 30-89 90 or More Total Past (In thousands) Commercial and industrial $ 6,471 $ — $ 6,471 $ 5,048 $ 1,402,583 $ 1,414,102 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 If interest on nonaccrual loans had been accrued under the original loan terms, approximately $1.7 million and $1.5 million would have been recorded as income for the years ended December 31, 2024 and 2023, respectively. 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 pass grade commercial loans to reassess the risk grade on 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 December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans Total Total 2024 2023 2022 2021 2020 Prior (In thousands) Commercial and industrial Pass $ 248,295 $ 212,780 $ 153,506 $ 119,264 $ 25,080 $ 14,010 $ 515,444 $ 33,598 $ 1,321,977 $ 1,382,218 Special Mention 602 1,071 1,080 456 28 697 2,183 149 6,266 8,340 Substandard 3,353 2,484 2,235 973 462 10,398 8,320 5,792 34,017 23,496 Doubtful — — — — — — — — — 48 Total commercial and industrial loans $ 252,250 $ 216,335 $ 156,821 $ 120,693 $ 25,570 $ 25,105 $ 525,947 $ 39,539 $ 1,362,260 $ 1,414,102 Current period gross charge-offs $ 155 $ 1,249 $ 2,186 $ 522 $ 190 $ (83) $ 462 $ 2,619 $ 7,300 Commercial real estate (including multi-family residential) Pass $ 426,083 $ 387,731 $ 1,251,823 $ 721,817 $ 347,533 $ 408,863 $ 105,710 $ 22,189 $ 3,671,749 $ 3,959,675 Special Mention 4,917 6,700 29,846 14,369 26,076 15,288 1,969 — 99,165 54,483 Substandard 14,109 6,319 23,728 28,566 9,909 11,195 1,677 1,801 97,304 57,649 Doubtful — — — — — — — — — — Total commercial real estate (including multi-family residential) $ 445,109 $ 400,750 $ 1,305,397 $ 764,752 $ 383,518 $ 435,346 $ 109,356 $ 23,990 $ 3,868,218 $ 4,071,807 Current period gross charge-offs $ — $ — $ — $ 541 $ 245 $ — $ — $ — $ 786 Commercial real estate construction and land development Pass $ 204,891 $ 183,143 $ 284,984 $ 73,583 $ 12,021 $ 4,956 $ 63,586 $ 1,254 $ 828,418 $ 1,032,789 Special Mention — 5,185 1,832 215 — 500 — 1,179 8,911 9,737 Substandard 3,500 2,903 833 — — 79 618 232 8,165 17,880 Doubtful — — — — — — — — — — Total commercial real estate construction and land development $ 208,391 $ 191,231 $ 287,649 $ 73,798 $ 12,021 $ 5,535 $ 64,204 $ 2,665 $ 845,494 $ 1,060,406 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — December 31, 2024 December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans Total Total 2024 2023 2022 2021 2020 Prior (In thousands) 1-4 family residential (including home equity) Pass $ 131,392 $ 164,383 $ 283,204 $ 195,020 $ 99,641 $ 103,669 $ 82,522 $ 13,446 $ 1,073,277 $ 1,011,743 Special Mention 1,121 1,662 1,908 2,834 1,501 785 72 443 10,326 5,384 Substandard 3,583 2,465 4,129 5,804 2,337 4,369 2,881 6,313 31,881 30,047 Doubtful — — — — — — — — — — Total 1-4 family residential (including home equity) $ 136,096 $ 168,510 $ 289,241 $ 203,658 $ 103,479 $ 108,823 $ 85,475 $ 20,202 $ 1,115,484 $ 1,047,174 Current period gross charge-offs $ — $ — $ — $ — $ 2 $ — $ — $ — $ 2 Residential construction Pass $ 89,288 $ 44,880 $ 17,099 $ — $ — $ — $ 475 $ — $ 151,742 $ 264,069 Special Mention — 321 — — — — — — 321 — Substandard 5,914 — — — — — — — 5,914 3,288 Doubtful — — — — — — — — — — Total residential construction $ 95,202 $ 45,201 $ 17,099 $ — $ — $ — $ 475 $ — $ 157,977 $ 267,357 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Consumer and other Pass $ 61,121 $ 7,832 $ 2,945 $ 1,473 $ 616 $ 210 $ 15,217 $ 729 $ 90,143 $ 63,881 Special Mention — — — 14 — — 2 — 16 67 Substandard 121 26 47 19 — — 2 47 262 339 Doubtful — — — — — — — — — — Total consumer and other $ 61,242 $ 7,858 $ 2,992 $ 1,506 $ 616 $ 210 $ 15,221 $ 776 $ 90,421 $ 64,287 Current period gross charge-offs $ 3 $ 10 $ 31 $ 4 $ — $ 30 $ 1 $ 92 $ 171 Total loans Pass $ 1,161,070 $ 1,000,749 $ 1,993,561 $ 1,111,157 $ 484,891 $ 531,708 $ 782,954 $ 71,216 $ 7,137,306 $ 7,714,375 Special Mention 6,640 14,939 34,666 17,888 27,605 17,270 4,226 1,771 125,005 78,011 Substandard 30,580 14,197 30,972 35,362 12,708 26,041 13,498 14,185 177,543 132,699 Doubtful — — — — — — — — — 48 Total loans $ 1,198,290 $ 1,029,885 $ 2,059,199 $ 1,164,407 $ 525,204 $ 575,019 $ 800,678 $ 87,172 $ 7,439,854 $ 7,925,133 Total current period gross charge-offs $ 158 $ 1,259 $ 2,217 $ 1,067 $ 437 $ (53) $ 463 $ 2,711 $ 8,259 The following table presents the activity in the allowance for credit losses on loans by portfolio type for the years ended December 31, 2024, 2023 and 2022: Commercial Commercial real estate Commercial real estate 1-4 family residential Residential Consumer Total (In thousands) Allowance for credit losses on loans: Balance December 31, 2023 $ 31,979 $ 38,187 $ 13,627 $ 4,785 $ 2,623 $ 483 $ 91,684 Provision for credit losses on loans 2,719 (7,698) 2,756 (1,469) (1,058) 786 (3,964) Charge-offs (7,300) (786) — (2) — (171) (8,259) Recoveries 1,449 130 — 6 — 12 1,597 Net charge-offs (5,851) (656) — 4 — (159) (6,662) Balance December 31, 2024 $ 28,847 $ 29,833 $ 16,383 $ 3,320 $ 1,565 $ 1,110 $ 81,058 Allowance for credit losses on loans: Balance December 31, 2022 $ 41,236 $ 32,970 $ 14,121 $ 2,709 $ 1,796 $ 348 $ 93,180 Provision for credit losses on loans 120 5,201 (494) 3,592 827 379 9,625 Charge-offs (10,600) — — (1,525) — (291) (12,416) Recoveries 1,223 16 — 9 — 47 1,295 Net charge-offs (9,377) 16 — (1,516) — (244) (11,121) Balance December 31, 2023 $ 31,979 $ 38,187 $ 13,627 $ 4,785 $ 2,623 $ 483 $ 91,684 Allowance for credit losses on loans: Balance December 31, 2021 $ 16,629 $ 23,143 $ 6,263 $ 847 $ 975 $ 83 $ 47,940 Allowance on PCD loans 4,559 1,040 173 1,563 7 216 7,558 Provision for credit losses on loans 26,175 9,013 7,698 304 814 28 44,032 Charge-offs (7,461) (400) (72) (57) — (66) (8,056) Recoveries 1,334 174 59 52 — 87 1,706 Net charge-offs (6,127) (226) (13) (5) — 21 (6,350) Balance December 31, 2022 $ 41,236 $ 32,970 $ 14,121 $ 2,709 $ 1,796 $ 348 $ 93,180 During 2022, the Company recorded a $28.2 million provision for credit losses on loans and $5.0 million provision for unfunded commitments on acquired non-PCD loans related to accounting of acquired loans from the Merger. 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, which is 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 December 31, 2024 and 2023 was $12.4 million and $11.3 million, respectively. This reserve is maintained at a level management believes to be sufficient to absorb any losses arising from unfunded loan commitments. The Company recorded a provision of $1.1 million for the year ended December 31, 2024 and a reversal of provision of $682 thousand for the year ended December 31, 2023 and a provision of $6.7 million for the year ended December 31, 2022 on unfunded commitments. 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 December 31, 2024 and 2023: December 31, 2024 Real Estate Business Assets Other Total (In thousands) Commercial and industrial $ — $ 13,654 $ — $ 13,654 Real estate: Commercial real estate (including multi-family residential) 3,552 — — 3,552 Commercial real estate construction and land development 577 — — 577 1-4 family residential (including home equity) 13,412 — — 13,412 Residential construction — — — — Consumer and other — — 56 56 Total $ 17,541 $ 13,654 $ 56 $ 31,251 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 table presents additional information regarding nonaccrual loans. No interest income was recognized on nonaccrual loans for the years ended December 31, 2024 and 2023, respectively. December 31, 2024 With No Related Allowance With Related Allowance Total (In thousands) Commercial and industrial $ 4,835 $ 3,665 $ 8,500 Real estate: Commercial real estate (including multi-family residential) 11,711 4,748 16,459 Commercial real estate construction and land development 633 2,428 3,061 1-4 family residential (including home equity) 6,834 2,222 9,056 Residential construction — — — Consumer and other 80 56 136 Total loans $ 24,093 $ 13,119 $ 37,212 December 31, 2023 With No Related Allowance With Related Allowance Total (In thousands) Commercial and industrial $ 1,616 $ 3,432 $ 5,048 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 Loan modifications are reported if concessions have been granted to borrowers that are experiencing financial difficulty. The percentage of loans modified comprised less than 1% of their respective classes of loan portfolios at December 31, 2024. The following table presents information regarding loans that were modified due to the borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Interest Rate Reduction Total (In thousands) Commercial and industrial $ — $ 1,091 $ 780 $ — $ — $ 1,389 $ 3,260 Real estate: Commercial real estate (including multi-family residential) — — 3,040 — — 1,467 4,507 Commercial real estate construction and land development — 1,103 1,428 — — 2,458 4,989 1-4 family residential (including home equity) — 1,080 385 — — 499 1,964 Residential construction — 412 — — — — 412 Consumer and other — — — — — — — Total $ — $ 3,686 $ 5,633 $ — $ — $ 5,813 $ 15,132 Year Ended December 31, 2023 Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Principal Forgiveness Combination Term Extension and Interest Rate Reduction Total (In thousands) Commercial and industrial $ — $ 2,600 $ — $ — $ — $ 308 $ 2,908 Real estate: Commercial real estate (including multi-family residential) — 2,888 1,917 — — 1,696 6,501 Commercial real estate construction and land development — 7,103 — — — — 7,103 1-4 family residential (including home equity) — 1,108 225 — — 70 1,403 Residential construction — — — — — — — Consumer and other — 92 — — — — 92 Total $ — $ 13,791 $ 2,142 $ — $ — $ 2,074 $ 18,007 The following table summarizes, by loan portfolio, the financial effect of the Company's loan modifications for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 Year Ended December 31, 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 — % 12 — % Real estate: Commercial real estate (including multi-family residential) — — % 48 — % Commercial real estate construction and land development 17 — % 12 — % 1-4 family residential (including home equity) — — % 19 — % Residential construction 6 — % — — % Consumer and other — — % 7 1.5 % The following table summarizes loans that had a payment default, determined as 90 or more days past due, that were modified due to the borrowers experiencing financial difficulty during the twelve month periods indicated: December 31, 2024 December 31, 2023 Term Extension Payment Delay Combination Term Extension Payment Delay Combination Commercial and industrial $ — $ — $ 260 $ 640 $ — $ — Real estate: Commercial real estate (including multi-family residential) — — — — — — Commercial real estate construction and land development — — — — — — 1-4 family residential (including home equity) — 385 — 709 99 — Residential construction — — — — — — Consumer and other — — — 92 — — Total $ — $ 385 $ 260 $ 1,441 $ 99 $ — |