Allowance for Credit Losses | Allowance for Credit Losses On January 1, 2023, the Company adopted the CECL methodology as required under Accounting Standards Codification (“ASC”) 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. All information presented as of June 30, 2024, is in accordance with ASC 326. The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the Consolidated Statement of Income. Management calculates the quantitative portion of collectively evaluated loans for all loan categories using the weighted average remaining maturity (“WARM”) method. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code in order to group loans with similar risk characteristics. Loans that do not share similar risk characteristics are evaluated on an individual loan basis and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on non-accrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis. A specific reserve analysis may be applied to the individually evaluated loans, which considers collateral value, an observable market price, or the present value of the expected future cash flows. A specific reserve is assigned if the measured value of the loan using one of the before mentioned methods is less than the carrying value of the loan. Based on management’s analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the information that is used to calculate a reasonable and supportable forecast and a reversion period forecast on collectively evaluated loans. Management may consider an additional or reduced reserve as warranted through qualitative risk factors based on the current and expected conditions as measured in supplemental information relative to the macroeconomic variable loss drivers used to calculate a reasonable and supportable forecast and a reversion period forecast. These qualitative risk factors considered by management are largely comparable to legacy factors prior to the adoption of CECL. The following tables present the activity in the ACL for the three months and six months ended June 30, 2024, and for the three months and six months ended June 30, 2023, including the impact of the adoption of CECL for the six months ended June 30, 2023, and the impact of the allowance established for PCD loans for the three months and six months ended June 30, 2024, (in thousands). Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Unallocated Total Three months ended June 30, 2024 Balance, beginning of period $ 18,977 $ 782 $ 674 $ 824 $ 3,272 $ 77 $ — $ 24,606 Allowance established for acquired PCD loans 7,503 1,931 5,968 5,684 2,608 216 — 23,910 Provision for (recapture of) credit losses 1,030 2,327 11,997 (1,594) 5,805 535 — 20,100 Charge-offs (210) — — (146) (37) (218) — (611) Recoveries 4 — — — — 8 — 12 Balance, end of period $ 27,304 $ 5,040 $ 18,639 $ 4,768 $ 11,648 $ 618 $ — $ 68,017 June 30, 2023 Balance, beginning of period $ 18,409 $ 556 $ 1,852 $ 700 $ 4,030 $ 157 $ — $ 25,704 Provision for (recapture of) credit losses 227 163 (533) (59) 487 25 — 310 Charge-offs — — — (29) — (75) — (104) Recoveries 3 — — — 3 3 — 9 Balance, end of period $ 18,639 $ 719 $ 1,319 $ 612 $ 4,520 $ 110 $ — $ 25,919 Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Unallocated Total Six months ended June 30, 2024 Balance, beginning of period $ 20,633 $ 783 $ 368 $ 645 $ 2,797 $ 75 $ — $ 25,301 Allowance established for acquired PCD loans 7,503 1,931 5,968 5,684 2,608 216 — 23,910 Provision for (recapture of) credit losses (629) 2,326 12,303 (1,415) 6,279 566 — 19,430 Charge-offs (210) — — (146) (37) (248) — (641) Recoveries 7 — — — 1 9 — 17 Balance, end of period $ 27,304 $ 5,040 $ 18,639 $ 4,768 $ 11,648 $ 618 $ — $ 68,017 June 30, 2023 Balance, beginning of period $ 15,477 $ 635 $ 2,082 $ 438 $ 2,379 $ 28 $ — $ 21,039 Impact of adoption CECL 2,686 (6) (640) 237 1,661 187 — 4,125 Provision for (recapture of) credit losses 445 90 (123) (34) 474 (19) — 833 Charge-offs — — — (29) — (92) — (121) Recoveries 31 — — — 6 6 — 43 Balance, end of period $ 18,639 $ 719 $ 1,319 $ 612 $ 4,520 $ 110 $ — $ 25,919 The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. The following table presents the aging of the recorded investment in past due loans as of June 30, 2024, and December 31, 2023, by portfolio segment (in thousands): June 30, 2024 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due & Still Accruing Non-accrual loans Commercial real estate $ 4,771 $ 4,059 $ 20 $ 8,850 $ 2,534,818 $ 2,543,668 $ — $ 20,573 Owner-occupied commercial real estate 242 457 2,184 2,883 623,492 626,375 — 3,035 Acquisition, construction & development 2,187 — 225 2,412 477,525 479,937 — 632 Commercial & industrial 351 68 1,273 1,692 498,200 499,892 — 1,833 Single family residential (1-4 units) 5,268 2,629 2,106 10,003 1,209,981 1,219,984 115 6,405 Consumer non-real estate and other 864 297 115 1,276 245,592 246,868 1 248 Total $ 13,683 $ 7,510 $ 5,923 $ 27,116 $ 5,589,608 $ 5,616,724 $ 116 $ 32,726 December 31, 2023 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due & Still Accruing Non-accrual loans Commercial real estate $ 10,496 $ — $ — $ 10,496 $ 1,298,588 $ 1,309,084 $ — $ — Owner-occupied commercial real estate — — 790 790 130,591 131,381 — 1,000 Acquisition, construction & development — — — — 49,091 49,091 — — Commercial & industrial 195 364 — 559 67,288 67,847 — — Single family residential (1-4 units) 1,657 289 1,532 3,478 524,502 527,980 — 2,744 Consumer non-real estate and other 3 — — 3 2,370 2,373 — — Total $ 12,351 $ 653 $ 2,322 $ 15,326 $ 2,072,430 $ 2,087,756 $ — $ 3,744 Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, current economic information, and other factors. The Company analyzes loans individually by classifying the loans by credit risk. The Company internally grades all commercial loans at the time of origination. In addition, the Company performs an annual review on the top twenty-five non-homogenous commercial loan relationships as measured by total Company exposure to each borrower. The Company uses the following definitions for credit risk classifications: Pass : These include satisfactory loans that have acceptable levels of risk. Special Mention : Loans classified as special mention have a potential credit 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. Substandard : Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the orderly liquidation of debt. Loans classified as substandard are inadequately protected by sound net worth, payment capacity of the borrower, or of the collateral pledged. If weaknesses go uncorrected, there is potential for partial loss of principal and/or interest. 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 unlikely. Loss : Loans classified as a loss are considered to be uncollectible and cannot be justified to continue as viable assets. While there may be the possibility of some recovery in the future, it is not practical or desirable to defer writing off these loans at the present time. The Company has a portfolio of smaller homogenous loans that are not individually risk rated that are included within the single family residential and consumer non-real estate and other loan classes. Generally, these loan classes are rated as “Pass” unless these loans are on non-accrual and are then classified as substandard. The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of June 30, 2024, and December 31, 2023 (in thousands): June 30, 2024 Term Loans 2024 2023 2022 2021 2020 Prior Revolving Loans Total Commercial real estate Pass $ 70,985 $ 355,955 $ 507,302 $ 380,673 $ 164,754 $ 730,919 $ 61,043 $ 2,271,631 Special Mention — 25,607 40,739 27,804 10,033 14,293 1,960 120,436 Substandard — 2,375 30,230 35,806 9,871 73,141 178 151,601 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 70,985 $ 383,937 $ 578,271 $ 444,283 $ 184,658 $ 818,353 $ 63,181 $ 2,543,668 Year to date gross charge-offs $ — $ — $ — $ — $ — $ 210 $ — $ 210 Owner-occupied commercial real estate Pass $ 33,439 $ 61,048 $ 95,694 $ 149,655 $ 39,494 $ 196,507 $ 16,667 $ 592,504 Special Mention — — — 11,000 2,780 — — 13,780 Substandard — — 5,482 1,498 6,095 6,525 170 19,770 Doubtful — — — — — 321 — 321 Loss — — — — — — — — Total $ 33,439 $ 61,048 $ 101,176 $ 162,153 $ 48,369 $ 203,353 $ 16,837 $ 626,375 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Acquisition, construction & development Pass $ 10,910 $ 110,658 $ 118,310 $ 148,727 $ 14,221 $ 18,600 $ 14,794 $ 436,220 Special Mention — — — 11,071 16,331 — — 27,402 Substandard — 768 6,065 2,984 3,769 2,322 — 15,908 Doubtful — — — — — 407 — 407 Loss — — — — — — — — Total $ 10,910 $ 111,426 $ 124,375 $ 162,782 $ 34,321 $ 21,329 $ 14,794 $ 479,937 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial & industrial Pass $ 46,499 $ 57,405 $ 74,931 $ 34,978 $ 12,850 $ 14,844 $ 210,018 $ 451,525 Special Mention — — 11,738 — — — — 11,738 Substandard 248 697 5,263 15,088 991 3,211 11,131 36,629 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 46,747 $ 58,102 $ 91,932 $ 50,066 $ 13,841 $ 18,055 $ 221,149 $ 499,892 Year to date gross charge-offs $ — $ — $ 50 $ 87 $ — $ 9 $ — $ 146 Single family residential (1-4 units) Pass $ 52,828 $ 165,732 $ 235,592 $ 161,973 $ 81,116 $ 378,767 $ 137,571 $ 1,213,579 Special Mention — — — — — — — — Substandard 11 194 283 330 260 5,086 241 6,405 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 52,839 $ 165,926 $ 235,875 $ 162,303 $ 81,376 $ 383,853 $ 137,812 $ 1,219,984 Year to date gross charge-offs $ — $ — $ — $ — $ — $ 37 $ — $ 37 Consumer non-real estate and other Pass $ 18,765 $ 26,284 $ 16,475 $ 9,170 $ 8,602 $ 19,558 $ 128,898 $ 227,752 Special Mention — — — — — — 11,582 11,582 Substandard 949 1,095 3,538 180 74 1,639 59 7,534 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 19,714 $ 27,379 $ 20,013 $ 9,350 $ 8,676 $ 21,197 $ 140,539 $ 246,868 Year to date gross charge-offs $ 245 $ — $ — $ — $ — $ 3 $ — $ 248 Totals $ 234,634 $ 807,818 $ 1,151,642 $ 990,937 $ 371,241 $ 1,466,140 $ 594,312 $ 5,616,724 December 31, 2023 Term Loans 2023 2022 2021 2020 2019 Prior Revolving Loans Total Commercial real estate Pass $ 195,857 $ 261,817 $ 166,253 $ 22,791 $ 75,170 $ 416,774 $ 36,761 $ 1,175,423 Special Mention — 12,235 35,449 — 4,876 — — 52,560 Substandard — 15,420 12,847 — 2,209 50,625 — 81,101 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 195,857 $ 289,472 $ 214,549 $ 22,791 $ 82,255 $ 467,399 $ 36,761 $ 1,309,084 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Owner-occupied commercial real estate Pass $ 9,309 $ 31,725 $ 11,229 $ 14,103 $ 10,279 $ 43,616 $ 6,184 $ 126,445 Special Mention — — — — — — — — Substandard — 532 — — — 4,404 — 4,936 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 9,309 $ 32,257 $ 11,229 $ 14,103 $ 10,279 $ 48,020 $ 6,184 $ 131,381 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Acquisition, construction & development Pass $ 8,535 $ 24,286 $ 13,698 $ — $ 728 $ 241 $ 1,603 $ 49,091 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total $ 8,535 $ 24,286 $ 13,698 $ — $ 728 $ 241 $ 1,603 $ 49,091 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial & industrial Pass $ 29,111 $ 15,204 $ 4,344 $ 162 $ 15 $ 1,335 $ 16,854 $ 67,025 Special Mention — — — — — — — — Substandard — — 822 — — — — 822 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 29,111 $ 15,204 $ 5,166 $ 162 $ 15 $ 1,335 $ 16,854 $ 67,847 Year to date gross charge-offs $ — $ — $ — $ 29 $ — $ — $ — $ 29 Single family residential (1-4 units) Pass $ 78,222 $ 122,067 $ 60,202 $ 32,158 $ 40,938 $ 137,376 $ 54,273 $ 525,236 Special Mention — — — — — — — — Substandard — — 291 243 — 2,171 39 2,744 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 78,222 $ 122,067 $ 60,493 $ 32,401 $ 40,938 $ 139,547 $ 54,312 $ 527,980 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer non-real estate and other Pass $ 334 $ 150 $ 43 $ 151 $ 386 $ 325 $ 984 $ 2,373 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total $ 334 $ 150 $ 43 $ 151 $ 386 $ 325 $ 984 $ 2,373 Year to date gross charge-offs $ — $ 165 $ — $ — $ — $ — $ — $ 165 Totals $ 321,368 $ 483,436 $ 305,178 $ 69,608 $ 134,601 $ 656,867 $ 116,698 $ 2,087,756 The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of June 30, 2024, and December 31, 2023 (in thousands): June 30, 2024 With Allowance With No Related Allowance Total Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance June 30, 2024 Commercial real estate $ 8,260 $ 5,282 $ 9,294 $ 17,554 $ 5,282 Owner-occupied commercial real estate 321 244 2,472 2,793 244 Acquisition, construction & development 644 411 — 644,000 411 Commercial & industrial 756 756 2,298 3,054 756 Single family residential (1-4 units) — — 3,183 3,183 — Consumer non-real estate and other — — — — — Total $ 9,981 $ 6,693 $ 17,247 $ 27,228 $ 6,693 December 31, 2023 With Allowance With No Related Allowance Total Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance December 31, 2023 Commercial real estate $ — $ — $ — $ — $ — Owner-occupied commercial real estate — — 1,000 1,000 — Acquisition, construction & development — — — — — Commercial & industrial — — — — — Single family residential (1-4 units) — — 2,744 2,744 — Consumer non-real estate and other — — — — — Total $ — $ — $ 3,744 $ 3,744 $ — Purchased Credit Deteriorated Loans The Company has purchased loans for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans, at acquisition, is as follows (in thousands): Amounts Purchase price of loans at acquisition $ 380,795 Allowance for credit losses at acquisition 23,910 Non-credit discount/(premium) at acquisition 37,640 Par value of acquired loans at acquisition $ 442,344 Loan Modifications On January 1, 2023, the Company adopted ASU 2022-02 on a modified retrospective basis. ASU 2022-02 eliminates the troubled debt restructuring (“TDR”) accounting model and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty, and the modification results in a more-than-insignificant direct change in the contractual cash flows and represents a new loan or a continuation of an existing loan. This change required all loan modifications to be accounted for under the general loan modification guidance in ASC 310-20, Receivables — Nonrefundable Fees and Other Costs, and subjects entities to new disclosure requirements on loan modifications to borrowers experiencing financial difficulty. The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction, or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL. The Company may also provide multiple types of modifications on an individual loan. For the three and six months ended June 30, 2024, and for the year ended, December 31, 2023, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan. Other Real Estate Owned Real estate owned activity was as follows (in thousands): June 30, 2024 December 31, 2023 Beginning balance $ — $ — Loans acquired/transferred to real estate owned 3,432 — Capital expenditures — — Direct write-downs — — Sales of real estate owned (97) — End of period balance $ 3,334 $ — |