Loans | Note 5 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 $31.0 million and $33.6 million as of September 30, 2024 and December 31, 2023, respectively. September 30, 2024 Total loans % of total Commercial $ 4,581,372 59.4% Commercial real estate non-owner occupied 1,834,180 23.8% Residential real estate 1,283,560 16.6% Consumer 15,383 0.2% Total $ 7,714,495 100.0% December 31, 2023 Total loans % of total Commercial $ 4,499,035 58.4% Commercial real estate non-owner occupied 1,856,750 24.1% Residential real estate 1,323,787 17.2% Consumer 19,186 0.3% Total $ 7,698,758 100.0% Information about delinquent and non-accrual loans is shown in the following tables at September 30, 2024 and December 31, 2023: September 30, 2024 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 $ 15,678 $ 9,508 $ 9,556 $ 34,742 $ 1,976,771 $ 2,011,513 Municipal and non-profit 187 — — 187 1,096,937 1,097,124 Owner occupied commercial real estate 8,691 — 532 9,223 1,162,036 1,171,259 Food and agribusiness — — 587 587 300,889 301,476 Total commercial 24,556 9,508 10,675 44,739 4,536,633 4,581,372 Commercial real estate non-owner occupied: Construction — — — — 307,214 307,214 Acquisition/development 112 — — 112 91,059 91,171 Multifamily — — — — 334,576 334,576 Non-owner occupied 5,799 — 5,859 11,658 1,089,561 1,101,219 Total commercial real estate non-owner occupied 5,911 — 5,859 11,770 1,822,410 1,834,180 Residential real estate: Senior lien 168 — 6,231 6,399 1,188,148 1,194,547 Junior lien 489 — 672 1,161 87,852 89,013 Total residential real estate 657 — 6,903 7,560 1,276,000 1,283,560 Consumer 129 1 108 238 15,145 15,383 Total loans $ 31,253 $ 9,509 $ 23,545 $ 64,307 $ 7,650,188 $ 7,714,495 September 30, 2024 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 $ 9,162 $ 394 $ 9,556 Owner occupied commercial real estate 425 107 532 Food and agribusiness 1 586 587 Total commercial 9,588 1,087 10,675 Commercial real estate non-owner occupied: Non-owner occupied — 5,859 5,859 Total commercial real estate non-owner occupied — 5,859 5,859 Residential real estate: Senior lien 2,759 3,472 6,231 Junior lien 450 222 672 Total residential real estate 3,209 3,694 6,903 Consumer 108 — 108 Total loans $ 12,905 $ 10,640 $ 23,545 December 31, 2023 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 $ 9,179 $ — $ 2,250 $ 11,429 $ 1,955,480 $ 1,966,909 Municipal and non-profit — — — — 1,083,756 1,083,756 Owner occupied commercial real estate — — 755 755 1,123,018 1,123,773 Food and agribusiness — 12 5,762 5,774 318,823 324,597 Total commercial 9,179 12 8,767 17,958 4,481,077 4,499,035 Commercial real estate non-owner occupied: Construction — — — — 405,250 405,250 Acquisition/development 1,077 — — 1,077 99,019 100,096 Multifamily — — — — 311,770 311,770 Non-owner occupied 60 — 13,472 13,532 1,026,102 1,039,634 Total commercial real estate non-owner occupied 1,137 — 13,472 14,609 1,842,141 1,856,750 Residential real estate: Senior lien 1,410 50 5,488 6,948 1,226,651 1,233,599 Junior lien 375 528 448 1,351 88,837 90,188 Total residential real estate 1,785 578 5,936 8,299 1,315,488 1,323,787 Consumer 131 1 53 185 19,001 19,186 Total loans $ 12,232 $ 591 $ 28,228 $ 41,051 $ 7,657,707 $ 7,698,758 December 31, 2023 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 $ 2,250 $ — $ 2,250 Owner occupied commercial real estate 755 — 755 Food and agribusiness 5,176 586 5,762 Total commercial 8,181 586 8,767 Commercial real estate non-owner occupied: Non-owner occupied 13,472 — 13,472 Total commercial real estate non-owner occupied 13,472 — 13,472 Residential real estate: Senior lien 3,277 2,211 5,488 Junior lien 448 — 448 Total residential real estate 3,725 2,211 5,936 Consumer 53 — 53 Total loans $ 25,431 $ 2,797 $ 28,228 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 nine months ended September 30, 2024 or 2023. 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 2023 Annual Report on Form 10-K 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 is shown in the following tables as of and for the nine months ended September 30, 2024 and the year ended December 31, 2023: September 30, 2024 Revolving Revolving loans loans Origination year amortized converted 2024 2023 2022 2021 2020 Prior cost basis to term Total Commercial: Commercial and industrial: Pass $ 369,871 $ 250,499 $ 351,692 $ 250,042 $ 70,007 $ 111,649 $ 438,616 $ 12,942 $ 1,855,318 Special mention 5,024 14,944 11,652 31,476 10,577 7,293 24,569 2,461 107,996 Substandard 6,311 17,821 10,495 2,761 2,741 847 2,902 371 44,249 Doubtful — 2,433 98 15 975 56 — 373 3,950 Total commercial and industrial 381,206 285,697 373,937 284,294 84,300 119,845 466,087 16,147 2,011,513 Gross charge-offs: Commercial and industrial — — — 26 155 56 — — 237 Municipal and non-profit: Pass 77,016 147,281 139,976 220,318 75,506 408,372 26,696 — 1,095,165 Special mention — — — — 1,959 — — — 1,959 Total municipal and non-profit 77,016 147,281 139,976 220,318 77,465 408,372 26,696 — 1,097,124 Owner occupied commercial real estate: Pass 167,970 207,547 234,000 134,284 86,481 227,224 20,594 — 1,078,100 Special mention 430 8,844 21,459 22,907 1,198 26,474 100 — 81,412 Substandard — — 3,366 3,406 — 3,645 846 — 11,263 Doubtful — — — — — 484 — — 484 Total owner occupied commercial real estate 168,400 216,391 258,825 160,597 87,679 257,827 21,540 — 1,171,259 Gross charge-offs: Owner occupied commercial real estate — — 13 — — — — — 13 Food and agribusiness: Pass 14,943 10,873 73,967 11,003 6,041 35,238 145,464 — 297,529 Special mention — — — 3,148 — 212 — — 3,360 Substandard — — — 586 — 1 — — 587 Total food and agribusiness 14,943 10,873 73,967 14,737 6,041 35,451 145,464 — 301,476 Gross charge-offs: Food and agribusiness — — — — — 2,704 — — 2,704 Total commercial 641,565 660,242 846,705 679,946 255,485 821,495 659,787 16,147 4,581,372 Gross charge-offs: Commercial — — 13 26 155 2,760 — — 2,954 Commercial real estate non-owner occupied: Construction: Pass 29,621 68,663 94,585 36,638 29,251 — 45,967 453 305,178 Special mention — — 2,036 — — — — — 2,036 Total construction 29,621 68,663 96,621 36,638 29,251 — 45,967 453 307,214 Acquisition/development: Pass 15,649 4,916 36,663 21,646 1,229 8,279 699 — 89,081 Special mention — — 1,075 717 — — — — 1,792 Substandard — — — — — 298 — — 298 Total acquisition/development 15,649 4,916 37,738 22,363 1,229 8,577 699 — 91,171 Multifamily: Pass 6,822 16,465 153,335 96,174 16,687 31,199 1,956 — 322,638 Special mention — — 8,114 3,824 — — — — 11,938 Total multifamily 6,822 16,465 161,449 99,998 16,687 31,199 1,956 — 334,576 Non-owner occupied Pass 21,896 134,006 291,344 144,191 122,132 326,912 5,345 — 1,045,826 Special mention 5,002 14,034 — 13,091 3,808 3,992 — — 39,927 Substandard — — — 5,859 — 9,374 — — 15,233 Doubtful — — — — — 233 — — 233 Total non-owner occupied 26,898 148,040 291,344 163,141 125,940 340,511 5,345 — 1,101,219 Gross charge-offs: Non-owner occupied — — 293 — — 4,422 — — 4,715 Total commercial real estate non-owner occupied 78,990 238,084 587,152 322,140 173,107 380,287 53,967 453 1,834,180 Gross charge-offs: Commercial real estate non-owner occupied — — 293 — — 4,422 — — 4,715 Residential real estate: Senior lien Pass 51,116 89,536 418,044 294,554 102,832 184,204 46,431 257 1,186,974 Special mention — — — — — 17 — — 17 Substandard 22 665 3,460 947 401 2,036 — — 7,531 Doubtful — — — — — 25 — — 25 Total senior lien 51,138 90,201 421,504 295,501 103,233 186,282 46,431 257 1,194,547 Junior lien Pass 5,587 3,597 4,626 1,584 1,905 5,833 62,204 885 86,221 Special mention — — — 431 — 27 1,488 — 1,946 Substandard 45 — 146 222 89 172 172 — 846 Total junior lien 5,632 3,597 4,772 2,237 1,994 6,032 63,864 885 89,013 Total residential real estate 56,770 93,798 426,276 297,738 105,227 192,314 110,295 1,142 1,283,560 Consumer Pass 4,260 2,379 1,738 1,128 638 200 4,884 48 15,275 Substandard — — 67 — — 41 — — 108 Total consumer 4,260 2,379 1,805 1,128 638 241 4,884 48 15,383 Gross charge-offs: Consumer 640 23 12 3 — 40 — — 718 Total loans $ 781,585 $ 994,503 $ 1,861,938 $ 1,300,952 $ 534,457 $ 1,394,337 $ 828,933 $ 17,790 $ 7,714,495 Gross charge-offs: Total loans 640 23 318 29 155 7,222 — — 8,387 December 31, 2023 Revolving Revolving loans loans Origination year amortized converted 2023 2022 2021 2020 2019 Prior cost basis to term Total Commercial: Commercial and industrial: Pass $ 348,103 $ 396,618 $ 271,201 $ 87,234 $ 41,261 $ 106,711 $ 563,924 $ 31,620 $ 1,846,672 Special mention 4,775 12,259 31,895 20,340 2,202 683 18,344 3,470 93,968 Substandard 13,729 4,555 4,248 1,314 179 347 910 — 25,282 Doubtful 600 — — 387 — — — — 987 Total commercial and industrial 367,207 413,432 307,344 109,275 43,642 107,741 583,178 35,090 1,966,909 Gross charge-offs: Commercial and industrial — 12 215 — 47 3 — — 277 Municipal and non-profit: Pass 139,591 140,626 246,088 82,590 53,460 389,867 31,534 — 1,083,756 Total municipal and non-profit 139,591 140,626 246,088 82,590 53,460 389,867 31,534 — 1,083,756 Owner occupied commercial real estate: Pass 236,897 275,644 181,472 97,523 86,761 163,997 18,281 — 1,060,575 Special mention 2,074 19,191 7,808 — 2,650 27,653 — — 59,376 Substandard — 515 1,732 — 687 234 — — 3,168 Doubtful — 6 — — — 648 — — 654 Total owner occupied commercial real estate 238,971 295,356 191,012 97,523 90,098 192,532 18,281 — 1,123,773 Food and agribusiness: Pass 16,917 69,212 14,159 15,379 10,417 34,592 149,125 51 309,852 Special mention — — 4,646 — — 3,724 450 — 8,820 Substandard — — 586 — — 180 1,786 — 2,552 Doubtful — — — — — — 3,373 — 3,373 Total food and agribusiness 16,917 69,212 19,391 15,379 10,417 38,496 154,734 51 324,597 Total commercial 762,686 918,626 763,835 304,767 197,617 728,636 787,727 35,141 4,499,035 Gross charge-offs: Commercial — 12 215 — 47 3 — — 277 Commercial real estate non-owner occupied: Construction: Pass 43,385 190,826 59,477 63,486 1,006 — 47,070 — 405,250 Total construction 43,385 190,826 59,477 63,486 1,006 — 47,070 — 405,250 Acquisition/development: Pass 13,228 39,000 21,011 5,992 597 8,814 7,416 2,961 99,019 Special mention — 1,077 — — — — — — 1,077 Total acquisition/development 13,228 40,077 21,011 5,992 597 8,814 7,416 2,961 100,096 Multifamily: Pass 16,450 113,936 92,574 16,938 39,371 31,671 830 — 311,770 Total multifamily 16,450 113,936 92,574 16,938 39,371 31,671 830 — 311,770 Non-owner occupied Pass 116,168 241,563 172,042 91,188 124,291 236,694 6,694 — 988,640 Special mention — — — 21,268 3,876 2,489 — — 27,633 Substandard — — — — — 19,848 — — 19,848 Doubtful — — — 280 — 3,233 — — 3,513 Total non-owner occupied 116,168 241,563 172,042 112,736 128,167 262,264 6,694 — 1,039,634 Total commercial real estate non-owner occupied 189,231 586,402 345,104 199,152 169,141 302,749 62,010 2,961 1,856,750 Residential real estate: Senior lien Pass 87,608 434,963 316,080 112,582 42,752 183,890 48,462 94 1,226,431 Special mention — — — — — 515 — — 515 Substandard 1,555 1,119 740 415 620 2,167 — — 6,616 Doubtful — — — — — 37 — — 37 Total senior lien 89,163 436,082 316,820 112,997 43,372 186,609 48,462 94 1,233,599 Gross charge-offs: Senior lien — — — — — 48 — — 48 Junior lien Pass 4,920 4,464 1,712 2,947 2,270 4,729 66,441 684 88,167 Special mention — — — — — 27 249 — 276 Substandard 263 149 236 758 — 339 — — 1,745 Total junior lien 5,183 4,613 1,948 3,705 2,270 5,095 66,690 684 90,188 Total residential real estate 94,346 440,695 318,768 116,702 45,642 191,704 115,152 778 1,323,787 Gross charge-offs: Residential real estate — — — — — 48 — — 48 Consumer Pass 5,945 3,330 2,233 997 244 410 5,947 27 19,133 Substandard — — — — — 50 3 — 53 Total consumer 5,945 3,330 2,233 997 244 460 5,950 27 19,186 Gross charge-offs: Consumer 1,225 13 1 2 1 8 — — 1,250 Total loans $ 1,052,208 $ 1,949,053 $ 1,429,940 $ 621,618 $ 412,644 $ 1,223,549 $ 970,839 $ 38,907 $ 7,698,758 Gross charge-offs: Total loans 1,225 25 216 2 48 59 — — 1,575 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 September 30, 2024 and December 31, 2023: September 30, 2024 Total amortized Real property Business assets cost basis Commercial: Commercial and industrial $ 2,800 $ 6,863 $ 9,663 Owner occupied commercial real estate 1,450 — 1,450 Food and agribusiness 586 — 586 Total commercial 4,836 6,863 11,699 Commercial real estate non-owner occupied: Non-owner occupied 11,127 — 11,127 Total commercial real estate non-owner occupied 11,127 — 11,127 Residential real estate: Senior lien 4,770 — 4,770 Junior lien 183 39 222 Total residential real estate 4,953 39 4,992 Total loans $ 20,916 $ 6,902 $ 27,818 December 31, 2023 Total amortized Real property Business assets cost basis Commercial: Commercial and industrial $ 1,946 $ 220 $ 2,166 Owner occupied commercial real estate 1,883 — 1,883 Food and agribusiness 586 5,159 5,745 Total commercial 4,415 5,379 9,794 Commercial real estate non-owner occupied: Non-owner occupied 19,993 — 19,993 Total commercial real estate non-owner occupied 19,993 — 19,993 Residential real estate: Senior lien 2,661 — 2,661 Total residential real estate 2,661 — 2,661 Total loans $ 27,069 $ 5,379 $ 32,448 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 troubled debt modifications (“TDM”). TDMs may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof. The following schedule presents, by loan class, the amortized cost basis for loans to borrowers experiencing financial difficulty that remain outstanding and were modified within the three months ended September 30, 2024: As of and for the three months ended September 30, 2024 Combination - interest rate Payment delay reduction and term extension Amortized % of loan Amortized % of loan cost basis class cost basis class Commercial: Commercial and industrial $ 2,849 0.1% $ — 0.0% Total commercial 2,849 0.1% — 0.0% Residential real estate: Junior lien — 0.0% 45 0.1% Total residential real estate — 0.0% 45 0.0% Total loans $ 2,849 0.0% $ 45 0.0% 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 nine months ended September 30, 2024 and 2023: As of and for the nine months ended September 30, 2024 Combination - interest rate Combination - term extension Term extension Payment delay reduction and term extension and payment delay Amortized % of loan Amortized % of loan Amortized % of loan Amortized % of loan cost basis class cost basis class cost basis class cost basis class Commercial: Commercial and industrial $ 7,621 0.4% $ 2,849 0.1% $ — 0.0% $ — 0.0% Owner occupied commercial real estate — 0.0% 1,664 0.1% — 0.0% — 0.0% Total commercial 7,621 0.2% 4,513 0.1% — 0.0% — 0.0% Commercial real estate non-owner occupied: Non-owner occupied 5,435 0.5% — 0.0% — 0.0% — 0.0% Total commercial real estate non-owner occupied 5,435 0.3% — 0.0% — 0.0% — 0.0% Residential real estate: Senior lien — 0.0% 854 0.1% 22 0.0% 382 0.0% Junior lien — 0.0% — 0.0% 45 0.1% — 0.0% Total residential real estate — 0.0% 854 0.1% 67 0.0% 382 0.0% Total loans $ 13,056 0.2% $ 5,367 0.1% $ 67 0.0% $ 382 0.0% September 30, 2023 Term extension Payment delay Amortized % of loan Amortized % of loan cost basis class cost basis class Commercial: Commercial and industrial $ — 0.0% $ 114 0.0% Total commercial — 0.0% 114 0.0% Commercial real estate non-owner occupied: Non-owner occupied 18,764 1.8% — 0.0% Total commercial real estate non-owner occupied 18,764 1.0% — 0.0% Residential real estate: Senior lien 653 0.1% 0.0% Total residential real estate 653 0.1% — 0.0% Total loans $ 19,417 0.3% $ 114 0.0% 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: September 30, 2024 Current 30-89 days past due Non-accrual Commercial: Commercial and industrial $ 2,849 $ 7,621 $ 5,354 Owner occupied commercial real estate 1,664 — — Total commercial 4,513 7,621 5,354 Commercial real estate non-owner occupied: Non-owner occupied 167 5,268 — Total commercial real estate non-owner occupied 167 5,268 — Residential real estate: Senior lien 854 — 404 Junior lien — — 45 Total residential real estate 854 — 449 Total loans $ 5,534 $ 12,889 $ 5,803 September 30, 2023 Current 30-89 days past due Non-accrual Commercial: Commercial and industrial $ 114 $ — $ — Total commercial 114 — — Commercial real estate non-owner occupied: Non-owner occupied 5,292 — 13,472 Total commercial real estate non-owner occupied 5,292 — 13,472 Residential real estate: Senior lien 653 — — Total residential real estate 653 — — Total loans $ 6,059 $ — $ 13,472 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 September 30, 2024, the Company had no TDMs that were modified within the past 12 months that defaulted on their modified terms. During the nine months ended September 30, 2024, the Company had two TDMs with amortized costs totaling $5.7 million that were modified within the past 12 months, utilizing a combination of a term extension and payment delays, that defaulted on their modified terms. During the nine months ended September 30, 2023, the Company had one TDM with an amortized cost totaling $13.5 million that was modified within the past twelve months, utilizing a term extension, 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 TDMs 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 TDMs. 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 September 30, 2024 As of and for the nine months ended September 30, 2024 Financial effect Financial effect Payment delay Combination - Interest rate reduction and Term extension Term extension Payment delay Combination - Interest rate reduction and Term extension Combination - Term extension and Payment delay Commercial: Commercial and industrial Extended a weighted average of 0.5 years to the life of loans, which reduced monthly payment amounts Extended a weighted average of 0.6 years to the life of loans, which reduced monthly payment amounts Delayed payments for a weighted average of 0.5 years Owner occupied commercial real estate Delayed payments for a weighted average of 0.5 years Commercial real estate non-owner occupied: Non-owner occupied Extended a weighted average of 0.9 years to the life of loans, which reduced monthly payment amounts Residential real estate: Senior lien Delayed payments for a weighted average of 0.3 years Reduced weighted average contractual interest rate by 1.5% and extended a weighted average of 11 years to the life of loans, which reduced monthly payment amounts Extended a weighted average of 0.7 years to the life of loans, which reduced monthly payment amounts and delayed payments for a weighted average of 0.7 years Junior lien Reduced weighted average contractual interest rate by 1.1% and extended a weighted average of 10 years to the life of loans, which reduced monthly payment amounts Reduced weighted average contractual interest rate by 1.1% and extended a weighted average of 10 years to the life of loans, which reduced monthly payment amounts September 30, 2023 Financial effect Term extension Payment delay Combination - Interest rate reduction and Term extension Commercial: Commercial and industrial Delayed payments for a weighted average of 0.2 years Commercial real estate non-owner occupied: Non-owner occupied Extended a weighted average of 0.3 years to the life of loans, which reduced monthly payment amounts Residential real estate: Senior lien Reduced weighted average contractual interest rate by 2.5% and extended a weighted average life of 30 y |