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 September 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 nine months ended September 30, 2024, and for the three months and nine months ended September 30, 2023, including the impact of the adoption of CECL for the nine months ended September 30, 2023, and the impact of the allowance established for PCD loans for the three months and nine months ended September 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 September 30, 2024 Balance, beginning of period $ 27,304 $ 5,040 $ 18,639 $ 4,768 $ 11,648 $ 618 $ — $ 68,017 Provision for (recapture of) credit losses (1,516) (1,073) 3,084 425 (1,006) 171 — 85 Charge-offs — — — (32) (67) (206) — (305) Recoveries 3 — — 9 1 7 — 20 Balance, end of period $ 25,791 $ 3,967 $ 21,723 $ 5,170 $ 10,576 $ 590 $ — $ 67,817 September 30, 2023 Balance, beginning of period $ 18,639 $ 719 $ 1,319 $ 612 $ 4,520 $ 110 $ — $ 25,919 Provision for (recapture of) credit losses 969 66 446 (95) (1,135) (51) — 200 Charge-offs — — — — — (13) — (13) Recoveries 4 — — — 1 — — 5 Balance, end of period $ 19,612 $ 785 $ 1,765 $ 517 $ 3,386 $ 46 $ — $ 26,111 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 Nine months ended September 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 (2,145) 1,253 15,387 (990) 5,273 737 — 19,515 Charge-offs (210) — — (178) (104) (455) — (947) Recoveries 10 — — 9 2 17 — 38 Balance, end of period $ 25,791 $ 3,967 $ 21,723 $ 5,170 $ 10,576 $ 590 $ — $ 67,817 September 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 1,414 156 323 (129) (661) (70) — 1,033 Charge-offs — — — (29) — (105) — (134) Recoveries 35 — — — 7 6 — 48 Balance, end of period $ 19,612 $ 785 $ 1,765 $ 517 $ 3,386 $ 46 $ — $ 26,111 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 September 30, 2024, and December 31, 2023, by portfolio segment (in thousands): September 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 $ 8,797 $ 86 $ 8,674 $ 17,557 $ 2,509,388 $ 2,526,945 $ — $ 19,967 Owner-occupied commercial real estate 617 3,864 2,349 6,830 630,345 637,175 — 6,233 Acquisition, construction & development 2,812 672 95 3,579 443,870 447,449 — 434 Commercial & industrial 1,352 910 600 2,862 559,791 562,653 — 1,090 Single family residential (1-4 units) 4,633 3,021 1,307 8,961 1,188,284 1,197,245 — 7,392 Consumer non-real estate and other 516 188 659 1,363 201,207 202,570 — 756 Total $ 18,727 $ 8,741 $ 13,684 $ 41,152 $ 5,532,885 $ 5,574,037 $ — $ 35,872 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 September 30, 2024, and December 31, 2023 (in thousands): September 30, 2024 Term Loans 2024 2023 2022 2021 2020 Prior Revolving Loans Total Commercial real estate Pass $ 91,379 $ 354,858 $ 518,552 $ 344,738 $ 156,431 $ 674,628 $ 57,653 $ 2,198,239 Special Mention — 28,998 37,579 43,964 17,127 41,560 7,369 176,597 Substandard — 2,224 29,827 38,493 9,854 71,530 181 152,109 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 91,379 $ 386,080 $ 585,958 $ 427,195 $ 183,412 $ 787,718 $ 65,203 $ 2,526,945 Year to date gross charge-offs $ — $ — $ — $ — $ — $ 210 $ — $ 210 Owner-occupied commercial real estate Pass $ 47,364 $ 74,592 $ 93,346 $ 141,148 $ 38,464 $ 192,686 $ 17,155 $ 604,755 Special Mention — — — 11,245 2,754 1,288 — 15,287 Substandard — — 5,268 1,496 6,123 3,925 — 16,812 Doubtful — — — — — 321 — 321 Loss — — — — — — — — Total $ 47,364 $ 74,592 $ 98,614 $ 153,889 $ 47,341 $ 198,220 $ 17,155 $ 637,175 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Acquisition, construction & development Pass $ 23,785 $ 95,048 $ 92,504 $ 149,581 $ 4,137 $ 17,807 $ 11,445 $ 394,307 Special Mention — 13,014 — — 144 — — 13,158 Substandard — 79 15,893 3,148 20,458 67 — 39,645 Doubtful — — — — — 339 — 339 Loss — — — — — — — — Total $ 23,785 $ 108,141 $ 108,397 $ 152,729 $ 24,739 $ 18,213 $ 11,445 $ 447,449 Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial & industrial Pass $ 88,084 $ 60,177 $ 58,895 $ 31,648 $ 11,848 $ 13,975 $ 245,869 $ 510,496 Special Mention 388 — 18,601 12,603 — — 868 32,460 Substandard 40 296 4,673 1,748 543 1,801 10,596 19,697 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 88,512 $ 60,473 $ 82,169 $ 45,999 $ 12,391 $ 15,776 $ 257,333 $ 562,653 Year to date gross charge-offs $ — $ 10 $ 72 $ 87 $ — $ 9 $ — $ 178 Single family residential (1-4 units) Pass $ 75,618 $ 161,352 $ 218,954 $ 154,757 $ 80,328 $ 360,343 $ 138,285 $ 1,189,637 Special Mention — — — — — 216 — 216 Substandard — 603 899 612 614 4,601 63 7,392 Doubtful — — — — — — — — Loss — — — — — — — — Total $ 75,618 $ 161,955 $ 219,853 $ 155,369 $ 80,942 $ 365,160 $ 138,348 $ 1,197,245 Year to date gross charge-offs $ — $ 39 $ 28 $ — $ — $ 37 $ — $ 104 Consumer non-real estate and other Pass $ 23,496 $ 15,588 $ 15,710 $ 8,832 $ 8,294 $ 19,369 $ 107,598 $ 198,887 Special Mention — — 1,149 — — — — 1,149 Substandard 275 157 1,410 11 — 647 24 2,524 Doubtful — — — 6 4 — — 10 Loss — — — — — — — — Total $ 23,771 $ 15,745 $ 18,269 $ 8,849 $ 8,298 $ 20,016 $ 107,622 $ 202,570 Year to date gross charge-offs $ 378 $ 39 $ 17 $ 1 $ — $ 20 $ — $ 455 Totals $ 350,429 $ 806,986 $ 1,113,260 $ 944,030 $ 357,123 $ 1,405,103 $ 597,106 $ 5,574,037 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 September 30, 2024, and December 31, 2023 (in thousands): September 30, 2024 With Allowance With No Related Allowance Total Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance September 30, 2024 Commercial real estate $ 7,994 $ 5,326 $ 12,745 $ 20,739 $ 5,326 Owner-occupied commercial real estate 321 244 2,142 2,463 244 Acquisition, construction & development 576 343 — 576 343 Commercial & industrial — — 356 356 — Single family residential (1-4 units) 907 36 3,453 4,360 36 Consumer non-real estate and other — — — — — Total $ 9,798 $ 5,949 $ 18,696 $ 28,494 $ 5,949 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 nine months ended September 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 for the nine months ended September 30, 2024, and for the year ended, December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Beginning balance $ — $ — Loans acquired/transferred to real estate owned 3,334 — Capital expenditures — — Direct write-downs — — Sales of real estate owned (758) — End of period balance $ 2,576 $ — |