CBC Central Bancompany, Inc. - 10-K

Item 1A. Risk Factors

The material risks and uncertainties that management believes affect us are described below. In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties described below. Any of the following risks, as well as risks that we do not know or that we currently deem immaterial, could have a material adverse effect on our business, financial condition and results of operations. Further, to the extent that any of the information in this report constitutes forward-looking statements, the risk factors below are cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See “Cautionary Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K.

Summary of Risk Factors

Credit Risks

• We may not be able to measure and manage our credit risk adequately, which could adversely affect our profitability.

• Our allowance for credit losses may be insufficient to absorb potential losses in our loan and lease portfolio.

• The appraisals and other valuation techniques we use in evaluating and monitoring real and personal property maybe inaccurate.

• We engage in lending secured by real estate and may be forced to foreclose on the collateral, subjecting us to costs and potential risks associated with foreclosure and the ownership of real property.

• We are subject to a variety of risks in connection with any sale of loans we may conduct.

Market Risks

• Our business may be adversely affected by unfavorable economic conditions.

• Our business is significantly dependent on conditions in the real estate market, especially commercial real estate conditions.

• Our business is subject to risk arising from our lending to small and mid-sized businesses.

• Our wealth management and trust business may be adversely affected by unfavorable economic and market conditions.

• Changes in interest rates and monetary policy may adversely affect our results of operations.

• We could recognize losses on investment securities held in our investment portfolio, particularly if interest rates increase or economic and market conditions deteriorate.

Liquidity Risks

• Liquidity risks could affect operations and jeopardize our business, financial condition and results of operations.

• Loss of deposits could increase our funding costs.

• Our liquidity is dependent on dividends from The Central Trust Bank.

• We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions.

• We may need to raise additional capital in the future, and such capital may not be available when needed or at all.

Operational Risks

• Fraudulent activity, information security breaches or cybersecurity-related incidents could cause us material harm.

• Employee misconduct or mistakes could expose us to significant legal liability and harm our brand.

• Our operations rely on external vendors and third-party partners and we are exposed to the risk of interruptions in the services they provide.

• If our techniques for managing risks are ineffective, we may be exposed to material unanticipated losses.

• We depend on the accuracy and completeness of information about customers and counterparties.

• Our financial and accounting estimates and risk management framework rely on analytical forecasting and models.

• Accounting rules require us to make subjective determinations and use estimates, which may vary from actual results.

• We are subject to risk arising from failure or circumvention of our controls and procedures.

• Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

Legal, Regulatory and Compliance Risks

• We are subject to extensive government regulation and supervision.

• If we fail to meet capital adequacy standards, we will be subject to restrictions on our ability to make capital distributions and other restrictions.

• We are required to act as a source of financial and managerial strength for our bank in times of stress.

• Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.

• Failure to comply with laws designed to protect consumers and investors could lead to a wide variety of sanctions.

• Increases in FDIC insurance premiums and assessments may adversely affect our results of operations.

• Litigation and regulatory actions could subject us to significant fines, penalties, or other restrictions.

• We face a risk of non-compliance and enforcement actions with anti-money laundering and counter terrorist financing statutes and regulations.

• Changes in U.S. tax laws could have a material and adverse effect on us, and our effective tax rate could change materially as a result of various evolving factors.

• We are subject to government regulation and oversight relating to data and privacy protection.

• We may be subject to regulatory exam findings, claims, and litigation pertaining to our fiduciary responsibilities.

• We are planning to terminate our frozen defined benefit pension plan, which could expose us to significant costs or delays.

Strategic Risks

• Geographic concentration in our existing markets may unfavorably impact our long-term growth.

• New lines of business, products or services may subject us to additional risks.

• We may not be able to successfully execute our strategic plan.

• Future acquisitions and expansion activities may not be successful or may dilute shareholder value.

• Our future success is dependent on our ability to compete effectively in a highly competitive industry and market areas.

• We continually encounter technological changes and the failure to understand and adapt to these changes could hurt our business.

• We are dependent on our management team and key employees.

• We are exposed to risks of harm to our brand, which could negatively impact investor and customer confidence.

In addition, an investment in shares of our common stock involves certain risks related to our common stock, including related to the Voting Trust’s significant control over us, our status as a “controlled company,” the market price, our transition to, and ability to fulfill the obligations of, a public company, our status as an “emerging growth company,” and factors that may discourage or delay acquisition attempts for us.

Credit Risks

We may not be able to measure and manage our credit risk adequately, which could adversely affect our profitability.

Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are exposed to the risk that the principal of, or interest on, a loan will not be paid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover our outstanding exposure. In addition, we are exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors, including local market conditions and general economic conditions. Additional factors related to the credit quality of residential real estate loans, construction and land real estate loans and commercial real estate loans include the quality of management of the business and tenant vacancy rates.

Our risk management practices, such as monitoring the concentration of our loans within specific markets and our credit approval, review and administrative practices, may not adequately manage credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan and lease portfolio. A failure to effectively measure and limit the credit risk associated with our loan and lease portfolio may result in loan defaults, foreclosures and additional charge-offs, and may necessitate that we significantly increase our allowance for credit losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition and results of operations.

Our allowance for credit losses may prove to be insufficient to absorb potential losses in our loan and lease portfolio.

Because the credit quality of our loan and lease portfolio can have a significant impact on our net income, the operation of our business requires us to manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of the loans we extend, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers, including the risk that a borrower may not provide information to us about its business in a timely manner and/or may present inaccurate or incomplete information to us, and risks relating to the value of collateral.

We maintain an allowance for credit losses based on management’s current estimate of expected losses on loans, leases and other financial assets. We employ an average historical loss model which incorporates relevant information about past events, including historical credit loss experience on loans with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions. We perform an internal loan review and grade loans on an ongoing basis, and the objective of our loan review and grading procedures is to identify existing or emerging credit quality problems so that appropriate steps can be initiated to avoid or minimize future losses. This process, which is critical to our financial results and condition, requires difficult, subjective and complex judgments of loan collectability. As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors or that we will fail to accurately estimate the impacts of factors that we identify.

Although our management has established an allowance for loan and lease losses it believes is adequate, we could sustain loan and lease losses that are significantly higher than the amount of our allowance for credit losses. Higher loan and lease losses could arise for a variety of reasons, such as growth in our loan and lease portfolio, changes in economic conditions affecting borrowers, new information regarding our loans and leases and other factors within and outside our control. If real estate values were to decline or if economic conditions in our markets were to deteriorate unexpectedly, additional loan and lease losses not incorporated in the existing allowance for credit losses might occur. Losses in excess of the existing allowance for credit losses will reduce our net income and could have a material adverse effect on our business, financial condition and results of operations. A severe downturn in the economy generally, in our markets specifically or affecting the business and assets of individual customers would generate increased charge-offs and a need for higher reserves. While we believe that our allowance for credit losses was adequate as of December 31, 2025, there can be no assurance that it will be sufficient to cover all incurred loan and lease losses. In the event of significant deterioration in economic conditions, we may be required to increase reserves in future periods, which would reduce our net income.

Bank regulatory agencies will periodically review our allowance for credit losses and the value attributed to nonaccrual loans and leases or to real estate we acquire through foreclosure. Such regulatory agencies may require us to adjust our determination of the value for these items, increase our allowance for credit losses or reduce the carrying value of owned real estate, reducing our net income. Further, if charge-offs in future periods exceed the allowance for credit losses, we may need additional adjustments to increase the allowance for credit losses. These adjustments could have a material adverse effect on our business, financial condition and results of operations.

The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property, other real estate owned, and repossessed personal property may not accurately describe the net value of the asset.

In considering whether to make a loan secured by real property, we generally require an appraisal of the property, and in determining the value of real estate collateral, we rely on external appraisals and assessment of property values by our internal staff. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in value in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. In the case of non-real estate collateral, we rely on a variety of sources, including external estimates of value and judgments based on the experience and expertise of our internal staff. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property.

In addition, we rely on appraisals and other valuation techniques, such as third-party price opinions or internally developed pricing models, to establish the value of our OREO and personal property that we acquire through foreclosure proceedings and to determine certain loan impairments. If any of these valuations are inaccurate, our consolidated financial statements may not accurately reflect the value of assets we acquire through foreclosure, and our allowance for credit losses may not accurately reflect loan impairments. This could have a material adverse effect on our business, financial condition and results of operations.

We engage in lending secured by real estate and may be forced to foreclose on collateral and own the underlying real estate, subjecting us to the costs and potential risks associated with the ownership of real property, or consumer protection initiatives or changes in state or federal law may substantially raise the cost of foreclosure or prevent us from foreclosing at all.

Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and may thereafter own and operate such property, in which case we would be exposed to the risks inherent in the ownership of real estate, including environmental liabilities. We may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected the property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability, and we may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. The amount that we, as a mortgagee, may realize after a foreclosure depends on factors outside of our control, including, but not limited to, general or local economic conditions, environmental cleanup liabilities, assessments, interest rates, real estate tax rates, operating expenses of the mortgaged properties, our ability to obtain and maintain adequate occupancy of the properties, zoning laws, governmental and regulatory rules and natural disasters. Our inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of real estate, could have a material adverse effect on our business, financial condition and results of operations.

Additionally, consumer protection initiatives or changes in state or federal law may substantially increase the time and expenses associated with the foreclosure process or prevent us from foreclosing at all. Federal and state regulators have prosecuted or pursued enforcement action against a number of mortgage servicing companies for alleged consumer law violations. If new federal or state laws or regulations are ultimately enacted that significantly raise the cost of foreclosure or raise outright barriers to foreclosure, they could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a variety of risks in connection with any sale of loans we may conduct.

When we sell residential real estate loans, we are required to make customary representations and warranties to the purchaser about the residential real estate loans and the manner in which they were originated and serviced. If any of these representations and warranties are incorrect, we may be required to indemnify the purchaser for any related losses, or we may be required to repurchase or provide substitute residential real estate loans for part or all of the affected loans. We may also be required to repurchase loans as a result of borrower fraud or in the event of early payment default by the borrower on a loan we have sold. If the level of repurchase and indemnity activity becomes material, it could have a material adverse effect on our liquidity, business, financial condition and results of operations.

In addition, we rely on Fannie Mae, Freddie Mac, and other purchasers to purchase residential real estate loans in order to reduce our credit risk and provide funding for additional loans we desire to originate. We cannot provide assurance that these purchasers will not materially limit their purchases from us due to capital constraints or other factors, including, with respect to Fannie Mae and Freddie Mac, a change in the criteria for conforming loans. Mortgage lending is highly regulated, and our inability to comply with all federal and state regulations and investor guidelines regarding the origination, underwriting documentation and servicing of residential real estate loans may impact our ability to sell mortgage loans in the future.

Various proposals have been made in recent years to reform the U.S. residential mortgage finance market, including the role of Fannie Mae and Freddie Mac, such as proposals to privatize Fannie Mae and Freddie Mac. We cannot predict the future prospects of Fannie Mae and Freddie Mac, including the timing of any recapitalization or release from their current federal conservatorship. If Fannie Mae and Freddie Mac take a reduced role in the marketplace, that could increase our cost of funds related to the origination of new mortgage loans, increase credit risk or impact our capacity to originate new mortgage loans, which could adversely affect our liquidity, business, financial condition and results of operations.

In addition, we must report as held for sale any loans which we have undertaken to sell, whether or not a purchase agreement for the loans has been executed. We may therefore be unable to ultimately complete a sale for part or all of the loans we classify as held for sale. We must exercise our judgment in determining when loans must be reclassified from held for investment status to held for sale status under applicable accounting guidelines. Any failure to accurately report loans as held for sale could result in regulatory investigations and monetary penalties. Any of these actions could have a material adverse effect on our business, financial condition and results of operations. Our policy is to carry loans held for sale at fair value. As a result, prior to being sold, any loans classified as held for sale may be adversely affected by market conditions, including changes in interest rates, and by changes in the borrower’s creditworthiness, and the value associated with these loans, including any loans originated for sale in the secondary market, may decline prior to being sold. We may be required to reduce the value of any loans we mark held for sale as a result, which could have a material adverse effect on our business, financial condition and results of operations.

Market Risks

Our business may be adversely affected by unfavorable economic conditions generally, and in Missouri and our other Primary Markets in particular.

Our financial performance generally, and in particular the ability of our borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment in the markets in which we operate and in the United States as a whole. Unlike some larger financial institutions that are more geographically diversified, our business is predominantly located in Missouri (and neighboring communities in other states), as well as in certain metropolitan areas in Oklahoma and Colorado. The economic conditions in these Primary Markets have in the past been, and may in the future be, different from, or worse than, the economic conditions in the United States as a whole.

Additionally, as of December 31, 2025, 87.8% of our loans were to borrowers who resided or organized in Missouri and our other Primary Markets and 88.5% of our loans secured by real estate are secured by commercial and residential properties located in Missouri and our other Primary Markets. Accordingly, the ability of borrowers to repay their loans, and the value of the collateral securing such loans, may be significantly affected by economic conditions in this region or by changes in the local real estate markets. See “Part I, Item 1A. Risk Factors—Market Risks—Our business is significantly dependent on conditions in the real estate market, as a significant percentage of our loan and lease portfolio is secured by real estate, especially commercial real estate,” in this Annual Report on Form 10-K.

Unfavorable or uncertain economic and market conditions can be caused by, among other factors, declines in economic growth, business activity or investor or business confidence; limitations on the availability of, or increases in the cost of, credit and capital; changes in inflation or interest rates; changes in U.S. international trade and investment policies, including new or increased tariffs; increases in real estate and other state and local taxes; high unemployment; political instability or violence; natural disasters; public health crises; or a combination of these or other factors. For example, in April 2025, the U.S. presidential administration announced broad tariffs on imports, which may adversely affect economic and market conditions in the United States, including in our Primary Markets.

Disruption or deterioration in economic conditions in the United States generally, or in our Primary Markets, could have a material adverse effect on our business, financial condition and results of operations, including as a result of an increase in loan and lease delinquencies, an increase in problem assets and foreclosures, a decrease in the demand for our products and services, or a decrease in the value of collateral for loans and leases, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

Our business is significantly dependent on conditions in the real estate market, as a significant percentage of our loan and lease portfolio is secured by real estate, especially commercial real estate.

As of December 31, 2025, our real estate loans represented approximately $9.0 billion, or 79.0% of our total loans held for investment portfolio. Real estate lending is generally considered to be collateral-based lending with loan amounts based on predetermined loan-to-collateral values. As such, declines in real estate valuations and liquidity, including as a result of declines in office occupancy, in the local markets in which we operate would lower the value of the collateral securing these loans. Real property values and liquidity in our markets, including Missouri, where a significant portion of the collateral underlying our real estate loans is located, may be different from, and in some cases worse than, real property values in other markets or in the United States as a whole, and may be affected by a variety of factors outside of our control and the control of our borrowers, including national and local economic conditions generally. Declines in real property values and liquidity in Missouri and our other markets, including prices for homes and commercial properties, could result in a deterioration of the credit quality of our borrowers, an increase in the number of loan delinquencies, and an increase in problem assets, foreclosures, defaults and charge-offs. Additionally, such declines in real property values and liquidity could reduce the value of any collateral we realize following a default on these loans and could adversely affect our ability to continue to grow our loan portfolio consistent with our underwriting standards. Our failure to mitigate these risks could have a material adverse effect on our business, financial condition and results of operations.

As of December 31, 2025, our commercial real estate and construction and development loans were $5.3 billion, representing the largest segment of our total loans held for investment portfolio, at approximately 46.4% of our total loans held for investment portfolio. Commercial real estate loans may have a greater risk of loss than residential real estate loans, in part because these loans are generally larger or more complex to underwrite and are characterized by having a limited supply of real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity.

Commercial real estate loans are typically secured by the assets of the business and, upon default, any collateral repossessed may not be sufficient to repay the outstanding loan balance. Commercial real estate properties tend to be unique and are more difficult to value than residential real estate properties. This exposes us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically is longer than for a residential real estate property because there are fewer potential purchasers of the collateral. In addition, a large portion of our commercial real estate loans have variable rates, so if interest rates rise, the borrower’s debt service requirement may increase, negatively impacting the borrower’s ability to service their debt.

Unfavorable or uncertain economic and market conditions may impair a borrower’s business operations and typically slow the execution of new leases. Such economic conditions may also lead to existing lease turnover. Commercial real estate loans generally are more susceptible to a risk of loss during a downturn in the business cycle. The unexpected deterioration in the credit quality of our commercial real estate loan portfolio may require us to increase our provision for loan and lease losses, which would reduce our profitability and could have a material adverse effect on our business, financial condition and results of operations. In recent years, commercial real estate has been under pressure from the effects of the COVID-19 pandemic and its aftermath, including work-from-home arrangements that have continued after the pandemic.

The source of repayment of commercial and other business loans is typically the cash flows of the borrowers’ businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. The properties securing commercial real estate loans are typically not fully leased at the origination of the loan. The borrower’s ability to repay the loan is instead dependent upon additional leasing through the life of the loan or the borrower’s successful operation of a business. Accordingly, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy, changes in government regulation and rising interest rates. Federal banking regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. Banking regulators closely supervise banks’ commercial real estate lending activities and may require banks with higher levels of commercial real estate exposure or growth to implement heightened underwriting, internal controls, risk management policies and portfolio stress testing, as well as higher levels of allowances for credit losses and capital levels. Our failure to adequately implement risk management policies, procedures and controls could adversely affect our ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio.

Our business is subject to risk arising from our lending to small and mid-sized businesses.

As of December 31, 2025, commercial, financial & agricultural loans represented approximately 15.4% of our total loans held for investment portfolio. We generally make such commercial loans to small and mid-sized businesses whose success often depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair their ability as a borrower to repay a loan. In addition, the success of small and mid-sized businesses often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have an adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which we operate or any of our borrowers otherwise are affected by adverse business developments, such as new or increased tariffs, our small and mid-sized borrowers may be disproportionately affected and their ability to repay outstanding loans may be negatively affected, resulting in a material adverse effect on our business, financial condition and results of operations.

Our wealth management and trust business may be adversely affected by unfavorable economic and market conditions generally.

Our wealth management and trust business may be negatively impacted by general economic and market conditions because the performance of such businesses is directly affected by conditions in the financial and securities markets. The financial markets and businesses operating in the securities industry are highly volatile (meaning that performance results can vary greatly within short periods of time) and are directly affected by, among other factors, domestic and foreign economic conditions and general trends in business and finance, all of which are beyond our control. Declines in the financial markets or a lack of sustained growth may adversely affect the market value of the assets that we manage.

For example, unfavorable market conditions can:

• reduce new investments by advisors’ new and existing clients in financial products;

• reduce trading activity, thereby affecting our revenues from service charges and commissions and brokerage services; and

• reduce the value of assets under advice and/or motivate customers to withdraw funds from their accounts, thereby reducing assets under advice and associated fee revenues.

Because our management contracts generally provide for fees based on the value of assets under advice, fluctuations in the underlying asset value may have an adverse effect on management fees and thus our financial condition and results of operations. Other more specific trends may also affect our financial condition and results of operations, including, for example, changes in the mix of products preferred by investors may result in increases or decreases in our fee revenue associated with such products depending on whether investors gravitate towards or away from such products. The timing of such trends, if any, and their potential impact on our financial condition and results of operations are beyond our control. In addition, because certain of our expenses are fixed, our ability to reduce them in response to market factors over short periods of time is limited, which could negatively impact our profitability.

As a relationship-driven business, our wealth management and trust business is especially dependent on our experienced employees. Industry-wide, financial advisors and wealth management professionals are an aging demographic, with a substantial portion approaching retirement. This trend may pose succession-planning challenges and necessitate significant investment in recruiting, training, and developing our next generation of advisors, requiring substantial time commitments and financial resources. See “Part I, Item 1A. Risk Factors—Strategic Risks—We are dependent on our management team and key employees,” in this Annual Report on Form 10-K.

Because we invest in a wide variety of assets on behalf of our trust and wealth management customers, we are exposed to market and economic risks across the country, including in markets beyond our Primary Markets. In addition, certain of our expenses are fixed, and our ability to reduce them in response to market factors over short periods of time is limited, which could negatively impact our business, financial condition and results of operations.

Changes in interest rates and monetary policy may adversely affect our results of operations.

As a result of the high percentage of our assets and liabilities that are in the form of interest-bearing or interest-related instruments, changes in interest rates, including in the shape of the yield curve or in spreads between different market interest rates, as well as changes linked to inflation, can have a material effect on our business and profitability and the value of our assets and liabilities. For example, changes in interest rates or interest rate spreads may:

• affect the difference between the interest that we earn on assets and the interest that we pay on liabilities, which impacts our overall net interest income and profitability;

• adversely affect the ability of borrowers to meet obligations under variable or adjustable-rate loans and other debt instruments (including due to an inability to refinance loans), which, in turn, affects our loss rates on those assets;

• decrease the demand for interest rate-based products and services, including loans and deposits;

• affect our ability to hedge various forms of market and interest rate risk and may decrease the profitability of protection or increase the risk or cost associated with such hedges;

• increase the unrealized losses on our available-for-sale investment portfolio; and

• affect mortgage prepayment speeds and result in the impairment of capitalized mortgage servicing assets, reduce the value of loans held for sale and increase the volatility of mortgage banking revenues, potentially adversely affecting our results of operations.

Interest rates and the yield curve are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve which, through the FOMC, may raise or lower interest rates in response to economic conditions. The timing, pace and direction of interest rate changes remains uncertain, and will largely depend on trends in inflation, employment and other macroeconomic factors that are outside of our control.

Any of the foregoing effects from interest rate changes could have a material adverse effect on our business, financial condition, liquidity, and results of operations. For example, following the FOMC’s rate hikes during 2022 and 2023, the resulting increases in long-term interest rates led to increases in unrealized losses in our available-for-sale debt securities portfolio. If we were required at any time to liquidate a substantial portion of our debt securities portfolio, we could be forced to sell securities at a loss.

In addition, as of December 31, 2025, we estimate that an immediate parallel decrease in the yield curve would cause our net interest income to decline over time as the interest income we would earn would decrease by more than the interest expense we would pay, assuming no growth or changes in the composition of our balance sheet and not considering any actions that we may undertake in response to changes in interest rates. Further, in an environment of rising interest rates, net interest income might decrease if deposits and other short-term liabilities reprice more quickly than anticipated, or if our assets reprice at a slower rate. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk—Interest Rate Risk,” in this Annual Report on Form 10-K.

We could recognize losses on investment securities held in our investment portfolio, particularly if interest rates increase or economic and market conditions deteriorate.

As of December 31, 2025, we held approximately $6.4 billion in investment securities, representing approximately 30.9% of our total assets, which primarily consisted of U.S. government and U.S. agency mortgage-backed securities. Factors beyond our control can significantly influence the book value of securities in our portfolio and can cause potential adverse changes to the book value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities and changes in market interest rates and instability in the capital markets.

Additionally, as of December 31, 2025, approximately $6.4 billion, or 99.2% of our investment securities, are classified as available-for-sale securities and reported at fair value. We have in the past experienced and may in the future experience significant unrealized losses on our available-for-sale securities portfolio as a result of, among other factors, increases in market interest rates. Unrealized losses related to available-for-sale securities are reflected in accumulated other comprehensive income on the consolidated balance sheets and reduce the level of our book and tangible common equity, and we would recognize an unrealized loss upon the sale of the security. If we continue to maintain a significant portfolio of available-for-sale securities, our reported equity will report greater volatility, and if we were required to sell available-for-sale securities, we may recognize losses.

Liquidity Risks

Liquidity risks could affect operations and jeopardize our business, financial condition and results of operations.

Liquidity risk is the risk that we will not be able to meet our obligations, including financial commitments, as they come due and is inherent in our operations. An inability to raise funds through deposits, borrowings, the sale of loans and/or investment securities and from other sources could have a substantial negative effect on our liquidity. Our most important source of funds consists of our customers’ deposits. Other sources of liquidity include the principal and interest payments we receive on loans and investment securities, customer repurchase agreements, federal funds purchased from correspondent banks, unencumbered investment securities that may be borrowed against or sold, and wholesale funding sources such as FHLB borrowings, dealer repurchase agreements, and wholesale/brokered deposits.

Customer deposit balances can decrease for a variety of reasons, including when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. Our deposits are primarily in transaction accounts, money market demand accounts and savings accounts, which are payable on demand or upon several days’ notice, while by comparison, a substantial portion of our assets are loans, which cannot be called or sold in the same time frame. Online and mobile banking have made it easier for customers to withdraw their deposits or transfer funds to other accounts with short notice.

Additionally, negative news about us or the banking industry in general could negatively impact market and/or customer perceptions of our Company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits. Furthermore, as we and other regional banking organizations experienced in 2023, the failure of other financial institutions may cause deposit outflows as customers spread deposits among several different banks so as to maximize their amount of FDIC insurance, move deposits to banks deemed “too big to fail” or remove deposits from the banking system entirely. A failure to maintain adequate liquidity could have a material adverse effect on our business, financial condition and results of operations.

If customers move money out of deposits and into other investments, we could lose a relatively low-cost source of funds, and we may not be able to replace maturing deposits and advances as necessary in the future, especially if a large number of our depositors sought to withdraw their accounts, regardless of the reason. This loss would require us to seek other funding alternatives, including wholesale funding, in order to continue to grow, thereby increasing our funding costs and reducing our net interest income and net income. Any decline in available funding could adversely impact our ability to continue to implement our business plan, including originating loans, investing in securities, meeting our expenses or fulfilling obligations such as repaying our borrowings and meeting deposit withdrawal demands, any of which could have a material adverse effect on our business, financial condition and results of operations.

Loss of deposits could increase our funding costs.

Like many banking companies, we rely on customer deposits to meet a considerable portion of our funding, and we continue to seek customer deposits to maintain this funding base. We accept deposits directly from consumer and commercial clients and, as of December 31, 2025, we had $15.9 billion in total deposits. If we are unable to sufficiently maintain or grow our deposits to meet liquidity objectives, we may be subject to paying higher funding costs or unable to satisfy our funding needs.

As described above, these deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside our control, such as a loss of confidence by customers in us or the banking sector generally, customer perceptions of our financial health and general brand, increasing competitive pressures from other financial services firms for consumer or commercial customer deposits, changes in interest rates and returns on other investment classes, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current customer deposits or attract additional deposits. These concerns may be exacerbated by negative media attention and the rapid spread of rumors and information, whether or not accurate or true, including on social media, which could cause panic among investors, depositors, customers and the general public.

In addition, if our competitors raise the rates they pay on deposits, our funding costs may increase, either because we raise our rates to avoid losing deposits or because we lose deposits and must rely on more expensive sources of funding. Also, customers typically move money from bank deposits to alternative investments during rising interest rate environments. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments as providing a better risk/return trade-off. Our customers could take their money out of the Bank and put it in alternative investments, causing us to lose a lower-cost source of funding. Customers may also move noninterest-bearing deposits to interest-bearing accounts, increasing the cost of those deposits. Higher funding costs could reduce our net interest margin and net interest income and could have a material adverse effect on our business, financial condition and results of operations.

Our liquidity is dependent on dividends from The Central Trust Bank.

The Company is a legal entity separate and distinct from our bank subsidiary, The Central Trust Bank. Dividends from the Bank provide virtually all of our cash flow, including cash flow, to pay dividends on our common stock and principal and interest on any debt we may incur. Various federal and state laws and regulations limit the amount of dividends that the Bank may pay to us. For example, under applicable regulations, the Bank may not, without prior regulatory approval, declare dividends in excess of the sum of the current year’s net profits plus the retained net profits from the prior two years or in excess of the sum of the Bank’s retained earnings and current period net income. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors (including in the case of the Bank, its depositors and the FDIC).

In the event the Bank is unable to pay dividends to us, we may not be able to service any debt we may incur, pay obligations or pay dividends on our common stock. The inability to receive dividends from the Bank could affect our liquidity and have a material adverse effect on our business, financial condition and results of operations.

We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions.

Financial services institutions may be interconnected as a result of trading, investment, liquidity management, clearing, counterparty and other relationships. Within the financial services industry, loss of public confidence, including through default by any one institution, could lead to liquidity challenges or to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems and losses or defaults by other institutions, as the commercial and financial soundness of many financial institutions is closely related as a result of these credit, trading, clearing and other relationships. Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead to market-wide liquidity problems and losses or defaults by various institutions. This systemic risk may adversely affect financial intermediaries, such as clearing agencies, banks and exchanges with which we interact on a daily basis or key funding providers such as the FHLB, any of which could have a material adverse effect on our access to liquidity or otherwise have a material adverse effect on our business, financial condition and results of operations.

We may need to raise additional capital in the future, and such capital may not be available when needed or at all.

We may need to raise additional capital, in the form of additional debt or equity, in the future to have sufficient capital resources and liquidity to meet our commitments and fund our business needs and future growth, particularly if the quality of our assets or earnings were to deteriorate significantly. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial condition. Economic conditions and a loss of confidence in financial institutions may increase our cost of funding and limit access to certain customary sources of capital, including inter-bank borrowings, repurchase agreements and borrowings from the discount window of the Federal Reserve System.

We may not be able to obtain capital on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of the Bank or counterparties participating in the capital markets or other disruption in capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise additional capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations.

Operational Risks

The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition, results of operations, and brand.

As a financial institution, we are subject to ongoing risk from fraudulent activity, information security breaches and cybersecurity-related incidents affecting us, our customers, our counterparties, and the third-parties on which we rely, which may result in financial losses or increased costs to us or our customers, disclosure or misuse of our information or our customer information, misappropriation of assets, litigation or damage to our brand. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us, our service providers or our customers, denial or degradation of service attacks, ransomware, malware or other cyberattacks or human error. In recent periods, several large corporations, including financial institutions and retail companies, have suffered major data breaches, in some cases exposing not only confidential and proprietary corporate information, but also sensitive financial and other personal information of their customers and employees and potentially subjecting them to fraudulent activity. Our customers are subject to risks related to identity theft, credit card fraud and other fraudulent activity that could involve their accounts with us. We are the target of attempted electronic fraudulent activity, security breaches and cybersecurity-related attacks. Consistent with industry trends, we face an increasing number of attempted cyberattacks as we expand our mobile and other internet-based products and services, and we provide more of these services to a greater number of individual customers. The increased use of mobile and cloud technologies, as well as AI technologies and quantum computing, heightens these and other operational risks, including risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks.

We also face specific risks related to cyberattacks and other security breaches in connection with debit card and credit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties, including merchant acquiring banks, payment processors, payment card networks and our processors. Some of these parties have in the past been the target of security breaches and cyberattacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyberattacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for material breaches or attacks relating to them.

We also rely on service providers, cloud providers, and other technology partners to support our core banking operations, fraud monitoring, and customer-facing services. Because these services depend on third-party environments, a security incident, operational failure, or cyberattack affecting any such party could disrupt our operations, impair fraud detection or transaction processing, expose customer information, or result in losses, even where the underlying incident occurs outside our direct control. Our reliance on certain critical third-party providers may also increase the impact of an outage or compromise where alternative providers or workarounds are limited.

Information pertaining to us and our customers is maintained, and transactions are executed, on networks and systems maintained by us, our customers and certain of our third-party partners, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our customers against fraud and security breaches and to maintain our customers’ confidence. We may not be able to ensure that our third-party partners have appropriate controls in place to protect the confidentiality of the information they receive from us. Breaches of information security also may occur, and have occurred, through intentional or unintentional acts by those having access to our systems, those of our third-party partners, or our customers’ or counterparties’ confidential information, including our and our third-party partners’ employees. Our regulators are also commonly in possession of confidential information regarding our business, and therefore the secure maintenance by and transmission of our confidential information by those regulators is also essential to protect us and our customers against fraud and security breaches and to maintain our customers’ confidence. Regulators face many of the same risks that we and our third-party partners face in the area of cybersecurity and information security. However, in the case of regulators, we do not have contractual protections, audit rights and other rights that we would seek to require of a third party provider. In addition, increases in criminal activity levels and sophistication, cyberattacks by state actors, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we and our third-party partners use to prevent fraudulent transactions and to protect data about us, our customers and underlying transactions. Our inability to anticipate, or failure to timely discover and adequately mitigate, breaches of security could result in: losses to us or our customers; our loss of business and/or customers; damage to our brand; the occurrence of additional expenses; disruption to our business; our inability to grow our online services or other businesses; additional regulatory scrutiny or penalties; or our exposure to civil litigation and possible financial liability. All of this could have a material adverse effect on our business, financial condition and results of operations.

Employee misconduct or mistakes could expose us to significant legal liability and harm our brand.

We operate in an industry in which integrity and the confidence of our customers are of critical importance. Our employees could engage in, or our former employees could have engaged in, misconduct that adversely affects our business. For example, if an employee were to engage in fraudulent, illegal or suspicious activities, or other actions prohibited by regulatory authorities, we could be subject to litigation or regulatory sanctions, and suffer serious harm to our brand (as a consequence of the negative perception resulting from such activities), financial position, customer relationships and ability to attract new customers. Our business often requires that we deal with confidential information. If our employees were to improperly use or disclose this information, even if inadvertently, we could suffer serious harm to our brand, financial position, and current and future business relationships. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. Misconduct by our employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our business, financial condition and results of operations. In addition, employee errors, such as inadvertent use or disclosure of confidential information, calculation errors, mistakes in addressing communications or data inputs, errors in developing, implementing or applying information technology systems or simple errors in judgment, could also have similar adverse effects.

Our operations could be interrupted if certain external vendors and third-party partners on which we rely experience difficulty, terminate their services or fail to comply with banking laws and regulations, and our use of these vendors and third-party partners is subject to increasing regulatory requirements and attention.

We depend, to a significant extent, on relationships with third-party partners and service providers that provide services that are critical to our operations. In addition, we utilize external vendors to provide products and services necessary to maintain our day-to-day operations, including core banking services such as mortgage servicing, internet banking services and debit card services and other key components of our business infrastructure including data processing and storage, internet connection and network access and various information technology services and services complementary to our banking products. Accordingly, our operations are exposed to the risk that these vendors will not perform in accordance with the contracted arrangements or under service level agreements.

If any of our third-party service providers experience difficulties in providing services or terminate their services and we are unable to replace our service providers with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third-party vendors, particularly vendors providing our core banking, mortgage servicing and debit card services and information services, in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse effect on our business, financial condition and results of operations. Even if we are able to replace them, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition and results of operations. In addition, if a third-party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyberattack or other security breach, our business could suffer economic harm and brand damage that could have a material adverse effect on our business, financial condition and results of operations.

In June 2023, the U.S. federal banking agencies issued interagency guidance that requires banks, such as us, to analyze the risk associated with each third-party relationship and to calibrate its risk management processes. If our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines, as well as requirements for customer remediation. Any future changes in requirements or standards applicable to our third-party relationships could negatively affect us in substantial and unpredictable ways and increase our costs. All of this could have a material adverse effect on our business, financial condition and results of operations.

If our techniques for managing risks are ineffective, we may be exposed to material unanticipated losses.

In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to material risks, such as credit, operational, compliance, interest rate, liquidity, capital management, brand and strategic risks. Our risk management methods may prove to be ineffective due to their design, their implementation or the degree to which we adhere to them, or as a result of the lack of adequate, accurate or timely information, changes in methods pursued by external bad actors or otherwise.

If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be subject to litigation, particularly from our customers, and sanctions or fines from regulators. Our techniques for managing the risks we face may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate, which could have a material adverse effect on our business, financial position and results of operations.

We depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring our loan and lease portfolio on an ongoing basis, we typically rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers or counterparties, or of other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate, incomplete, fraudulent or misleading financial statements, credit reports or other financial or business information, or the failure to receive such information on a timely basis, could result in credit losses, damage to our brand or other effects that could have a material adverse effect on our business, financial condition and results of operations.

Our financial and accounting estimates and risk management framework rely on analytical forecasting and models.

The processes we use to estimate our financial condition and results of operations, including loan losses and the fair value of financial instruments, are reliant upon the use of analytical and forecasting models. Some of our tools and metrics for managing risk are based on observed historical market behavior, and we rely on quantitative models to measure risks and to estimate certain financial values. Models may be used in processes such as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items, including goodwill.

Poorly designed or implemented models could adversely affect our business decisions if the information is inadequate. In addition, our models may fail to predict future risk exposures if the information used is inaccurate, obsolete or not sufficiently comparable to actual events as they occur. We seek to incorporate appropriate historical data in our models, but the range of market values and behaviors reflected in any period of historical data is not always predictive of future developments in any particular period and the period of data we incorporate into our models may turn out to be inappropriate for the future period being modeled. In these instances, our ability to manage risk would be limited and our risk exposure and losses could be significantly greater than our models indicated, which could harm our brand and adversely affect our revenues and profits. Finally, information provided to our regulators based on poorly designed or implemented models could be inaccurate or insufficient, which could adversely affect some of the decisions that our regulators make, including those related to capital distributions to our shareholders, and subject us to supervisory criticism and costs relating to remediation.

Accounting rules require us to make subjective determinations and use estimates, which may vary from actual results and materially impact our financial condition and results of operations.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations and, at times, require management to exercise judgment in their application so as to report our financial condition and results of operations in the most appropriate manner. Certain accounting policies, such as the allowance for credit losses on loans, are critical because they require management to make difficult, subjective or complex judgments about matters that are inherently uncertain and the likelihood that materially different estimates would result under different conditions or through the utilization of different assumptions. If our estimates are inaccurate or need to be adjusted periodically, our financial condition and results of operations could be materially impacted. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates,” in this Annual Report on Form 10-K.

We are subject to risk arising from failure or circumvention of our controls and procedures.

Our internal controls, including fraud detection and controls, disclosure controls and procedures, and corporate governance procedures are based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls and procedures are met. Any failure or circumvention of our controls and procedures; failure to comply with regulations related to controls and procedures; or failure to comply with our corporate governance procedures could have a material adverse effect on our brand, business, financial condition and results of operations, including subjecting us to litigation, regulatory fines, penalties or other sanctions. Furthermore, notwithstanding the

proliferation of technology and technology-based risk and control systems, our businesses ultimately rely on people as our greatest resource, and we are subject to the risk that they make mistakes or engage in violations of applicable policies, laws, rules or procedures that in the past have not been, and in the future may not always be prevented by our technological processes or by our controls and other procedures intended to prevent and detect such errors or violations. Human errors, malfeasance and other misconduct, even if promptly discovered and remediated, can result in damage to our brand or legal risk and have a material adverse effect on our business, financial condition and results of operations.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

From time to time, the Financial Accounting Standards Board and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. As a result of changes to financial accounting or reporting standards, whether required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our results of operations and financial condition generally. In some instances, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. These changes could adversely affect our capital, regulatory capital ratios, ability to make larger loans, earnings and performance metrics. Any such changes could have a material adverse effect on our business, financial condition and results of operations.

Legal, Regulatory and Compliance Risks

We are subject to extensive government regulation and supervision.

We are subject to extensive federal and state regulation and supervision, which vests a significant amount of discretion in the various regulatory authorities. Our Wealth Management business is also subject to regulation and oversight by the Securities and Exchange Commission. We are also subject to taxation by the federal government and the states in which we do business. These regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations and supervisory guidance affect our lending practices, capital structure, investment practices and dividend policy, the fees we can charge for certain products or transactions, and our growth, among other things. These laws and regulations, many of which are discussed in "Part I, Item 1. Business—Regulatory Matters," in this Annual Report on Form 10-K, among other matters, prescribe minimum capital requirements, impose limitations on our business activities (including foreclosure and collection practices), limit the dividend or distributions that we can pay, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies or supervisory guidance or expectations, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, have affected, and could continue to, affect us in substantial and unpredictable ways. Such changes have subjected us to, and could continue to subject us to, additional costs, limit the types of financial services and products we may offer, limit our ability to return capital to shareholders or conduct certain activities, or increase the ability of non-banks to offer competing financial services and products, among other things.

Failure to comply with laws, regulations, policies or supervisory guidance could result in enforcement and other legal actions by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, the revocation of a banking charter, enforcement actions or sanctions by regulatory agencies, significant fines and civil money penalties, disgorgement of fees, and/or damage to our brand. In this regard, government authorities, including the bank regulatory agencies, have in the past pursued and may in the future pursue aggressive enforcement actions with respect to compliance and other legal matters involving financial and investment activities, which heightens the risks associated with actual and perceived compliance failures. Directives issued to enforce such actions may be confidential and thus, in some instances, we are not permitted to publicly disclose these actions. Litigation challenging actions or regulations by federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting our operations. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

In addition, we face significant regulatory scrutiny, in the course of routine examinations and otherwise, and new regulations in response to negative developments in the banking industry, which may increase our cost of doing business and reduce our profitability. Among other things, there may be increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, brokered deposits, unrealized losses in securities portfolios, liquidity, commercial real estate loan composition and concentrations, and capital as well as general oversight and control of the foregoing. We could face increased scrutiny or be viewed as higher risk by regulators and/or the investor community, which could have a material adverse effect on our business, financial condition and results of operations. See “Part I, Item 1. Business—Supervision and Regulation,” in this Annual Report on Form 10-K.

We are subject to capital adequacy standards and, if we fail to meet these standards, we will be subject to restrictions on our ability to make capital distributions and other restrictions.

We and the Bank are each required to comply with applicable capital adequacy standards established by the Federal Reserve. From time to time, the Federal Reserve changes these capital adequacy standards. In particular, the capital requirements applicable to us under the Basel III Capital Rules (as defined below) became fully effective on January 1, 2019. Under the Basel III Capital Rules, we are required to maintain a CET1 capital ratio of 4.5%, a Tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%. In addition, we must maintain an additional capital conservation buffer of 2.5% of total risk weighted assets.

Banking institutions that fail to meet the effective minimum ratios including the capital conservation buffer will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation. The severity of the constraints depends on the amount of the shortfall and the institution’s “eligible retained income” (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) the average net income over the preceding four quarters).

The application of more stringent capital requirements for us could, among other things, result in lower returns on invested capital, require the raising of additional capital and result in additional regulatory actions if we were to be unable to comply with such requirements. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit our ability to make distributions, including paying dividends.

We are required to act as a source of financial and managerial strength for our Bank in times of stress.

Federal law requires that a bank holding company, such as us, act as a source of financial and managerial strength to its subsidiary bank, such as the Bank, and, under appropriate conditions, to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may consider any failure by the bank holding company to commit resources to a subsidiary bank when required to constitute an unsafe and unsound practice.

A capital injection may be required at times when we may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Providing such support is more likely during times of financial stress for us and the Bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. Any loan by a holding company to its subsidiary bank is subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its debt obligations. Thus, any borrowing that must be done by us to make a required capital injection could be more difficult and expensive and could have a material adverse effect on our business, financial condition and results of operations.

Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.

The Federal Reserve (with respect to us and the Bank), the Missouri Division of Finance (with respect to the Bank), the SEC, and other applicable federal and state bank regulatory agencies periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, an agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary

penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place the Bank into receivership or conservatorship. In some instances, we may not be permitted to publicly disclose these actions. Any regulatory action against us could have a material adverse effect on our business, financial condition and results of operations.

We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act of 1977 and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose non-discriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies, including the CFPB, are responsible for enforcing these laws and regulations. A challenge to an institution’s compliance with fair and responsible banking laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private litigation, including through class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.

We service some of our own loans, and loan servicing is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities including delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. If regulators impose new or more restrictive requirements, we may incur additional significant costs to comply with such requirements which may adversely affect us. In addition, were we to be subject to regulatory investigation or regulatory action regarding our loan modification and foreclosure practices, our financial condition and results of operations could be adversely affected.

The CFPB is authorized to make rules identifying and prohibiting acts or practices that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The CFPB also has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, such as the Bank, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies. Since many new banking rules are issued with limited interpretive guidance, there are challenges in sufficiently complying with or anticipating the full impact of such new rules, which may be interpreted in changing or inconsistent ways over time.

In addition, the current U.S. presidential administration and Congress have changed and may continue to change the priorities, scope, practices and/or staffing levels of various regulatory agencies, including the CFPB. As a result, state attorneys general and other state regulators may increase their enforcement activities to fill any actual or perceived “regulatory gap” at the federal level and seek to obtain remedies such as regulatory sanctions, customer rescission rights and civil money penalties. Such uncertainties may make it more difficult for us to comply with consumer protection laws, which may result in increased compliance costs and potential non-compliance and associated regulatory actions. Any regulatory action against us could have a material adverse effect on our business, financial condition and results of operations.

Increases in FDIC insurance premiums and assessments may adversely affect our results of operations.

The Bank is a member of the FDIC and the deposits of each of its depositors are insured to the maximum amount provided by the Federal Deposit Insurance Act, subject to the Bank’s payment of deposit insurance premiums to the FDIC. The FDIC calculates assessment rates applicable to the Bank based on a variety of factors, including capital adequacy, asset quality, management practices, earnings performance, liquidity, and sensitivity to market risk. Any deterioration of these factors could result in an increase in the Bank’s FDIC assessment rate. In addition, to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund following the financial crisis, the FDIC increased deposit insurance assessment rates generally and, in response to bank failures in 2023, charged special assessments applicable to certain FDIC-insured financial institutions, including us.

Further increases in assessment rates or special assessments may occur in the future, especially if there are significant additional financial institution failures. Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could have a material adverse effect on our business, financial condition and results of operations.

From time to time, policymakers and regulators have proposed to reform or expand FDIC deposit insurance coverage. For example, the Main Street Depositor Protection Act, which was introduced in the U.S. Senate in November 2025, would increase FDIC insurance coverage for certain non‑interest‑bearing deposit accounts from the current limit of $250,000 to up to $10 million. If adopted, any such reforms could adversely affect the size, composition, or stability of our deposit base. Expanded deposit insurance coverage could also be accompanied by increased FDIC insurance premiums.

Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities.

In the normal course of business, from time to time, we and our subsidiaries have in the past been, and may in the future be, named as a defendant in various legal actions, arising in connection with our current and/or prior business activities. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, in the future our regulators may impose consent orders, civil money penalties, mandatory disgorgement of fees, matters requiring attention or similar types of supervisory criticism. We may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our current and/or prior business activities. Any such legal or regulatory actions may subject us to substantial compensatory or punitive damages, significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our brand. Our involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in our favor, could also cause significant harm to our brand and divert management attention from the operation of our business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could have a material adverse effect on our business, financial condition and results of operations.

We face a risk of non-compliance and enforcement actions with the federal Bank Secrecy Act of 1970 and other anti-money laundering and counter terrorist financing statutes and regulations.

The BSA, USA PATRIOT Act, AMLA and other laws and regulations require financial institutions, among others, to institute and maintain an effective anti-money laundering compliance program and to file reports such as suspicious activity reports and currency transaction reports. Our products and services are subject to an increasingly strict set of legal and regulatory requirements to help detect and prevent money laundering, terrorist financing and other illicit activities. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and the U.S. Treasury Department’s Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. If we violate these laws and regulations, or our policies, procedures and systems are deemed deficient, we could face severe consequences, including sanctions, fines, regulatory actions and damage to our brand. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations. Moreover, our efforts to comply with such laws and regulations could result in increased costs related to our regulatory oversight, as we may be required to add additional compliance personnel or incur other significant compliance-related expenses. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious consequences for our brand, which could have a material adverse effect on our business, financial condition and results of operations.

Adverse developments in U.S. tax laws could have a material and adverse effect on our business, financial condition and results of operations. Our effective tax rate could also change materially as a result of various evolving factors, including changes in income tax law or changes in the scope of our operations.

We are subject to income taxation at the U.S. federal level and by certain states and municipalities because of the scope of our operations. In determining our tax liability for these jurisdictions, we must monitor changes to the applicable tax laws and related regulations. While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more U.S. taxing authorities could seek to impose incremental, retroactive or new taxes on us. In addition, jurisdictions in which we operate are actively considering significant changes to current tax law. Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative

interpretations, could have a material and adverse effect on our business, financial condition and results of operations. Finally, changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate, which could similarly adversely affect our financial condition and results of operations.

We are subject to government regulation and oversight relating to data and privacy protection.

Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation and oversight.

We are subject to laws and regulations relating to the privacy of the information of our customers, employees and others, and any failure to comply with these laws and regulations could expose us to liability and/or damage to our brand. As new privacy-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance and reporting obligations in the case of data breaches, may significantly increase.

We may be subject to regulatory exam findings, claims, and litigation pertaining to our fiduciary responsibilities.

Some of the services we provide, such as trust and investment services, require us to act in a fiduciary capacity or similar role for our customers and others. From time to time, regulators or third parties may make claims and take legal action against us pertaining to the performance of our fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability, disgorgement of fees, or our brand could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have a material adverse effect on our business, financial condition and results of operations.

We are planning to terminate our frozen defined benefit pension plan, which could expose us to significant costs or delays.

We currently intend to terminate our frozen defined benefit pension plan, which is further described in "Note 10, Employee Benefit Plans" to our audited consolidated financial statements in Part I, Item 8 of this Annual Report on Form 10-K. The termination would be subject to regulatory review and may be subject to legal challenges from plan participants, beneficiaries or other stakeholders. Further, the timing and magnitude of the effect of the termination on our reported results of operations and financial condition would depend on market conditions and the method we choose to use to settle plan obligations, such as lump‑sum distributions or the purchase of annuities from third‑party insurers, each of which carries its own legal and execution risks.

If we are unable to complete the termination of our pension plan on a timely basis, or if the costs, regulatory burdens, or legal risks associated with a termination are greater than anticipated, our financial condition, liquidity, and results of operations could be materially adversely affected.

Strategic Risks

Geographic concentration in our existing markets may unfavorably impact our long-term growth.

Our geographic concentration in Missouri and other Primary Markets makes our business highly susceptible to local economic conditions and renders us less able to diversify credit risk among multiple markets, which could result in an increase in the allowance for credit losses, thus reducing our net income. See “Part I, Item 1a—Risk Factors—Market Risks—Our business may be adversely affected by unfavorable economic conditions generally, and in Missouri and our other Primary Markets in particular,” in this Annual Report on Form 10-K. In addition, given the concentration of our operations and customer base in our Primary Markets, continued, long-term organic growth in our Primary Markets may be unsustainable. Although we have expanded into other markets and expect to continue to do so, there can be no assurance that we will be able to manage our growth successfully or to continue to expand into new markets, whether organically or through acquisition. Our inability to manage our growth successfully or to continue to expand into new markets could have a material adverse effect on our business, financial condition and results of operations.

New lines of business, products or services may subject us to additional risks.

From time to time, we implement new lines of business or offer new products and services within existing lines of business. For instance, we recently launched a new money management tool that includes AI-enabled cash flow forecasting. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services we invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service.

Furthermore, any new line of business, new product or service and/or new technology could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business, new products or services and/or new technologies could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully execute our strategic plan.

Our strategic plan aims to maintain our historic track record of profitable growth, which involves three principal elements: focusing on our existing core competencies to drive customer growth, deepening our customer relationships and associated fee income, and deploying our excess capital into strategic acquisitions. In addition, we are currently undertaking a bank core modernization project intended to improve our technology infrastructure.

These strategic efforts require us to manage several different strategic elements simultaneously, and our ability to execute the strategic plan depends on a variety of factors. These factors may include but are not limited to:

• our ability to expand our branch network coverage while maximizing operational efficiency;

• our ability to realize cross-selling opportunities, including with our wealth customers;

• our ability to identify, execute on, and integrate suitable strategic acquisition opportunities; and

• general economic conditions and competition, which are beyond our control.

There can be no assurances that we can successfully execute our strategic plan or any of its components, or that our strategic plan will be successful in supporting our growth or achieving the efficiencies that we anticipate.

Future acquisitions and expansion activities may not be successful or may disrupt our business, dilute shareholder value and adversely affect our operating results.

We have previously supplemented our organic growth with strategic acquisitions. From time to time, we explore and evaluate merger and acquisition opportunities as part of our ongoing business practices, and we may pursue mergers and acquisitions in the future. If we do seek acquisitions in the future, we expect that other banking and financial companies, many of which have significantly greater or more liquid resources, will compete with us to acquire financial services businesses. This competition could increase prices for potential acquisitions that we believe are attractive. In addition, acquisitions are subject to various regulatory approvals. If we fail to receive the necessary regulatory approvals, we will not be able to consummate an acquisition that we may believe is in our best interests. Additionally, regulatory approvals could contain conditions that reduce the anticipated benefits of a contemplated transaction. Any acquisition could be dilutive to our earnings and shareholder’s equity per share of our common stock.

To the extent that we grow through acquisitions, we can provide no assurances that we will be able to adequately or profitably manage this growth or that these acquisitions will be successful. Acquiring other banks, banking centers or businesses, as well as other geographic and product expansion activities, involves various risks, including: risks of unknown or contingent liabilities; unanticipated costs and delays; risks that acquired new businesses will not perform consistent with our growth and profitability expectations; risks of entering new markets or product areas where we have limited experience; risks that growth will strain our infrastructure, staff, internal controls and management, which may require additional personnel, time and expenditures; exposure to potential asset quality issues with acquired institutions; difficulties, expenses and delays in integrating the operations and personnel of acquired institutions or business generation teams; potential disruptions to our business; possible loss of key employees and customers of acquired institutions; potential short-term decreases in profitability; and diversion of our management’s time and attention from our existing operations and business. If we fail to successfully evaluate and execute mergers, acquisitions or investments or otherwise adequately address these risks, it could materially harm our business, financial condition and results of operations.

Our future success is dependent on our ability to compete effectively in a highly competitive industry and market areas.

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources than us. Such competitors primarily include national, regional, and community banks within the various markets where we operate. Recent regulation has reduced the regulatory burden of large bank holding companies, and raised the asset thresholds at which more onerous requirements apply, which could cause certain large bank holding companies with less than $250 billion in total consolidated assets, which were previously subject to more stringent enhanced prudential standards, to become more competitive or to pursue expansion more aggressively. Additional deregulatory efforts from the current presidential administration could further reduce the burdens on larger banks, making them more competitive or freeing up additional capital.

We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, asset management firms, investment firms and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation.

Also, technology and other changes have lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks. In particular, the activity of fintechs, including those that focus on banking services and wealth management, has grown significantly over recent years and is expected to continue to grow. Some fintechs are not subject to the same regulation as we are, which may allow them to be more competitive. Fintechs have offered and may continue to offer bank or bank-like products and a number of such organizations have applied for bank or industrial loan charters while others have partnered with existing banks to allow them to offer deposit products to their customers. Increased competition from fintechs and the growth of digital banking may also lead to pricing pressures as competitors offer more low-fee and no-fee products.

Additionally, consumers can maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including stablecoins, digital assets, blockchains, and others based on distributed ledgers, as well as advances in robotic process automation, could significantly affect the competition for financial services. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Further, many of our competitors have fewer regulatory constraints and may have lower cost structures than us. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

Furthermore, we operate in a highly competitive industry that could become even more competitive as a result of continued industry consolidation. This consolidation may produce larger, better capitalized and more geographically diverse companies that are capable of offering a wider array of financial products and services at more competitive prices. For example, certain financial institutions within the markets in which we operate have recently completed mergers or acquisitions. These transactions may allow those financial institutions to benefit from cost savings and shared resources.

Our ability to compete successfully depends on a number of factors, including, among other things: (i) the ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets; (ii) the ability to expand within our marketplace and with our market position; (iii) the scope, relevance and pricing of products and services offered to meet customer needs and demands; (iv) the rate at which we introduce new products and services relative to our competitors; (v) customer satisfaction with our level of service; and (vi) industry and general economic trends. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

We continually encounter technological changes and the failure to understand and adapt to these changes could hurt our business.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. For instance, we are in the process of modernizing our core technology infrastructure. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Some of our competitors have substantially greater resources to invest in technological improvements than we do.

We may not be able to effectively implement new, technology-driven products and services, implement them as quickly as our competitors do or be successful in marketing these products and services to our customers. In addition, the implementation of technological changes, such as AI technologies, and upgrades to maintain current systems and integrate new systems may also cause service interruptions, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws or may otherwise result in an increase, potentially a material increase, in our expenses. Failure to successfully keep pace with technological change affecting the financial services industry and failure to avoid interruptions, errors and delays could cause us to lose customers or have a material adverse effect on our business, financial condition and results of operations.

We expect that new technologies and business processes applicable to the financial services industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. As these technologies improve in the future, we may be required to make significant capital expenditures in order to remain competitive, which may increase our overall expenses and have a material adverse effect on our business, financial condition and results of operations. And because the pace of technological change is high and our industry is intensely competitive, we may not be able to sustain our investment in new technology as critical systems and applications become obsolete or as better ones become available. A failure to maintain current technology and business processes could cause disruptions in our operations or cause our products and services to be less competitive, all of which could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on our management team and key employees.

Our success depends, in large part, on the retention of our management team and key employees. Our management team and other key employees, including those who conduct our loan and lease originations and other business development activities, have significant industry experience. We cannot ensure that we will be able to retain the services of any members of our management team or other key employees. The loss of any of our management team or our key employees could adversely affect our ability to execute our business strategy, and we may not be able to find adequate replacements on a timely basis, or at all. In addition, any inability to effectively transition the roles of our management team or our key employees or attract permanent successors for such roles could adversely impact our business.

Our future success also depends on our continuing ability to attract, develop, motivate and retain key employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Because the market for qualified individuals is highly competitive, we may not be able to attract and retain qualified individuals. Our ability to attract, develop, motivate and retain key employees may be negatively affected by government policies, such as immigration policies and limits on incentive compensation. Failure to attract and retain a qualified management team and qualified key employees could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks of harm to our brand, which could negatively impact investor and customer confidence.

A negative public opinion of us and our business, whether or not accurate or true, can result from any number of activities, including our lending practices, corporate governance and regulatory compliance, acquisitions, and actions by community organizations in response to these activities. Significant harm to our brand could also arise as a result of regulatory or governmental actions, litigation, employee misconduct or the activities of customers, developments and the actions of other participants in the financial services industry, including failures of other financial institutions, or activities of our contractual counterparties, such as service providers and vendors. A service disruption of our technology platforms, or to those of our service providers or vendors, or an impact to our branches could have a negative impact on a customer’s access to banking services and harm our brand. In particular, a cybersecurity event impacting our or our customer’s data could have a negative impact on our brand and customer confidence in us and our cybersecurity. Damage to our brand could also adversely affect our ability to raise additional capital and access to the capital markets.

Moreover, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding diversity, equity and inclusion matters and environmental, social and governance matters. Due to divergent stakeholder views on these matters, we are at increased risk that any action, or lack thereof, by us concerning these matters will be perceived negatively by at least some stakeholders, which could adversely affect our brand.

Additionally, the increased use of social media platforms facilitates the rapid dissemination of information or misinformation, which magnifies the potential harm to our brand.

Risks Related to Our Common Stock

The Voting Trust has significant control over us, and its interests may conflict with ours or those of other investors in the future.

As of December 31, 2025, the Voting Trust beneficially owned approximately 65.07% of our Class A common stock. As a result, the Voting Trust has the ability to control the outcome of matters submitted to a vote of shareholders and, through its ability to control the election of directors to our Board, decision-making with respect to our business direction and policies. Matters over which the Voting Trust, directly or indirectly, exercises control include:

• the election of directors to our Board and the appointment and removal of our officers;

• mergers and other business combination transactions, including proposed transactions that would result in our shareholders receiving a premium price for their shares;

• other material acquisitions or dispositions of businesses or assets;

• Occurrence of indebtedness and the issuance of equity securities;

• repurchase of stock and payment of dividends; and

• the issuance of shares to management under our equity incentive plans.

Going forward, the Voting Trust’s degree of control will depend on, among other things, its level of beneficial ownership of our common stock. Even if the Voting Trust ceases to own shares of our stock representing a majority of the total voting power, for so long as the Voting Trust continues to own a significant percentage of our stock, it will still be able to significantly influence or effectively control the composition of our Board and the approval of actions requiring shareholder approval through their voting power.

Accordingly, for such period of time, the Voting Trust will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as the Voting Trust continues to own a significant percentage of our stock, the Voting Trust will be able to cause or prevent a change of control of our Company or a change in the composition of our Board and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive investors in our common stock of an opportunity to receive a premium for their shares as part of a sale of our Company and ultimately might affect the market price of our common stock.

We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements, and our shareholders do not have the same protections afforded to shareholders of companies that are subject to such requirements.

As of December 31, 2025, the Voting Trust beneficially owned approximately 65.07% of the combined voting power of our shares eligible to vote in the election of our directors. As a result, we are currently a “controlled company” within the meaning of Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

• are not required to have a board that is composed of a majority of “independent directors,” as defined under Nasdaq rules;

• are not required to have a compensation committee that is composed entirely of independent directors; and

• are not required to have director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors.

We currently rely on the exemptions from the requirement that each of our Compensation Committee and Nominating and Governance Committee be composed entirely of independent directors. In addition, as long as we remain a “controlled company,” we may elect in the future to take advantage of any or all of the other available exemptions. As a result of any such election, our Board may not have a majority of independent directors. Accordingly, our shareholders do not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq.

The market price of shares of our common stock may be volatile or may decline regardless of our operating performance, which could cause the value of an investment in our common stock to decline.

The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume on our common stock may fluctuate and cause significant price variations to occur. Stock markets and the price of shares of our common stock may experience extreme price and volume fluctuations. Some, but certainly not all, of the factors that could negatively affect the price of our common stock, or result in fluctuations in the price or trading volume of our common stock, include:

• general market conditions;

• domestic and international economic factors unrelated to our performance;

• variations in our quarterly operating results or failure to meet the market’s earnings expectations;

• publication of research reports about us or the financial services industry in general;

• the failure of securities analysts to cover or continue to cover our common stock, or downgrades in securities analysts' recommendations regarding our common stock;

• additions to or departures of our key personnel;

• adverse market reactions to any indebtedness we may incur or securities we may issue in the future;

• actions by our shareholders;

• future sales of our common stock in the public market, including by members of the Voting Trust following the expiration of contractual lock-up agreements;

• the operating and securities price performance of companies that investors consider to be comparable to us;

• changes or proposed changes in laws or regulations affecting our business; and

• actual or potential litigation and governmental investigations.

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial conditions or results of operations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We qualify as an “emerging growth company,” and the reduced public company reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

We intend to take advantage of the reduced regulatory and reporting obligations that are available to us so long as we qualify as an “emerging growth company,” and thus the level of information we provide may be different from that of other public companies, and as a result some investors may find our securities less attractive, which could result in a less active trading market for our common stock, and the price of our common stock may be more volatile.

As an “emerging growth company” under the JOBS Act, we are permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard and we elect to adopt the standard early. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We could remain an “emerging growth company” until the earliest to occur of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. In addition, for so long as we continue to qualify as a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our securities less attractive as a result of our election, we may have difficulty raising capital and the market price of our securities may be more volatile.

Fulfilling our public company financial reporting and other regulatory obligations as a public company will be expensive and time consuming and may strain our resources.

In November 2025, we completed our initial public offering of our Class A common stock and became a public company. As a public company, we are subject to the reporting requirements of the Exchange Act and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act and the related rules and regulations of the SEC, as well as the rules of the Nasdaq. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these requirements places additional demands on our legal, accounting, finance, operations and investor relations staff and on our accounting, financial and information systems, and increases our legal and accounting compliance costs as well as our compensation expense as we have hired and expect to continue to hire additional legal, accounting, tax, finance and investor relations staff. As a public company we may need to enhance our investor relations and corporate communications functions and attract additional qualified board members. These additional efforts may strain our resources and divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We expect to incur additional incremental ongoing and one-time expenses in connection with being a public company. The actual amount of the incremental expenses we will incur may be higher, perhaps significantly, from our current estimates for a number of reasons, including, among others, additional costs we may incur that we have not currently anticipated.

In accordance with Section 404 of the Sarbanes-Oxley Act, our management will be required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in future annual reports we file with the SEC, beginning with our 2026 Annual Report on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls until we are no longer an emerging growth company and no longer a non-accelerated filer. When required, this process will require significant documentation of policies, procedures and systems, review of that documentation by our accounting staff and our outside independent registered public accounting firm and testing of our internal control over financial reporting by our accounting staff and our outside independent registered public accounting firm. This process will involve considerable time and attention, may strain our internal resources and will increase our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter. If our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

We have not engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting, as contemplated by Section 404 of the Sarbanes-Oxley Act, as of any balance sheet date reported in our consolidated financial statements. Had our independent registered public accounting firm performed an audit of our internal control over financial reporting, control deficiencies, including material weaknesses and significant deficiencies, may have been identified.

If we are unable to meet the demands that are placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the time frames required by law or stock exchange regulations. Failure to comply with the Sarbanes-Oxley Act, when and as applicable, could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our consolidated financial statements, a decline in our stock price, or suspension or delisting of our common stock from the Nasdaq and could have a material adverse effect on our business, results of operations and financial condition. Even if we are able to report our financial statements accurately and in a timely manner, any failure in our efforts to implement the improvements or disclosure of material weaknesses in our future filings with the SEC could cause our brand to be harmed and our stock price to decline significantly.

Certain federal banking laws, Missouri laws and provisions of our organizational documents may discourage or delay acquisition attempts for us that our shareholders might consider favorable.

Provisions of state and federal banking laws, including regulatory approval requirements, could make it difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. Acquisition of 10% or more of any class of voting stock of a bank holding company or depository institution, individually or as part of a group acting in concert, including shares of our common stock, generally creates a rebuttable presumption that the acquirer “controls” the bank holding company or depository institution, and therefore requires prior approval of a federal banking agency, under the Change in Bank Control Act of 1978, as amended, (the “Change in Bank Control Act”). Also, a bank holding company must obtain the prior approval of the Federal Reserve before, among other things, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, including the Bank, under the BHC Act.

Missouri law also generally prohibits any bank holding company from acquiring ownership or control of any depository financial institution that has Missouri deposits, such as the Bank, if the qualifying deposits in Missouri controlled by such bank holding company after the acquisition would exceed 13% of such Missouri deposits in total.

In addition, our Articles and Bylaws contain provisions that may make the merger or acquisition of our company more difficult. These provisions could also discourage proxy contests and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire. Among other things, these provisions include:

• no cumulative voting in the election of directors, which limits the ability of minority shareholders to elect director candidates;

• a classified Board with three-year staggered terms, which can delay the ability of shareholders to change the membership of a majority of our Board;

• a requirement that a special meeting of shareholders may be called only by the Chairman of our Board, our President, a majority of our Board or holders of at least 85% of all outstanding shares entitled to vote;

• authorization to issue shares of one or more series of preferred stock, the terms of which series may be established and the shares of which may be issued without shareholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of our common stock; and

• advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings.

In addition, Missouri law generally requires business combination transactions be approved by an affirmative vote of holders of at least two thirds of the outstanding shares entitled to vote, which could not be lowered by our organizational documents. These anti-takeover provisions and other provisions in our organizational documents and under the applicable federal or Missouri laws could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our shareholders may deem advantageous, or negatively affect the trading price of our common stock.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 8 in this Annual Report on Form 10-K for the year ended December 31, 2025. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. All of such forward-looking statements are expressly qualified by reference to the cautionary statements provided under the caption "Cautionary Note Regarding Forward-Looking Statements" included Part I of this Annual Report on Form 10-K. Furthermore, a number of known and unknown factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. Therefore, you are encouraged to read in its entirety the information provided under the caption "Item IA, Part I — Risk Factors" included in this report for a discussion of risk factors that may negatively impact our expected results, performance, or achievements discussed below.

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with U.S. GAAP, this document contains non-GAAP financial measures where management believes it to be helpful in understanding our results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

Tax Equivalent Presentation

Interest income, yields, and ratios on an FTE basis are considered non-GAAP financial measures. Management believes net interest income on an FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a blended federal and state effective marginal tax rate of 23.84% for all periods. We encourage readers to consider the Consolidated Financial Statements and other financial information contained in this Annual Report on Form 10-K in their entirety, and not to rely on any single financial measure.

Overview

We are a bank holding company headquartered in Jefferson City, Missouri. Through our full-service community banking subsidiary, The Central Trust Bank, we provide a comprehensive suite of consumer, commercial and wealth management products and services to our communities primarily in Missouri, Kansas, Oklahoma and Colorado. As of December 31, 2025, we operate 155 full-service branch locations.

We are a community bank organized around our 11 Primary Markets, serving 79 communities. Our business is predominantly located in Missouri, a state known for its business-friendly environment, diversified and stable markets, favorable tax regime and convenient location in the central U.S., making it a hub for industries such as transportation, logistics and trade.

We have a highly diversified loan and lease portfolio that has demonstrated steady growth through multiple economic cycles. In addition, we provide a full range of deposit products to individuals, businesses, governments and community organizations, serving as a primary funding source for the Bank.

We operate our business through three operating segments: Consumer Banking, Commercial Banking and Wealth Management. Consumer Banking serves the holistic financial service needs of individuals, providing a full set of deposit products, state-of-the-art digital banking solutions, a range of consumer lending solutions, including home equity lines of credit, and a credit card portfolio. Commercial Banking provides full-service relationship banking solutions to businesses, agencies and community organizations. Wealth Management provides a full range of “fee-only” wealth management solutions, including investment management, fiduciary services, financial, estate, and tax planning services to individuals, businesses, and foundations.

Recent Developments

Reclassification and Initial Public Offering

On April 28, 2025, our amended Articles became effective, pursuant to which we (i) increased the number of authorized shares of our capital stock to 600,000,000, consisting of 500,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock, (ii) decreased the par value of each class of our capital stock to $0.01 per share and (iii) automatically reclassified and converted each share of Class B common stock then outstanding (excluding treasury stock) into one share of Class A common stock. The effect of the Reclassification on outstanding shares and per share figures has been retroactively applied to all periods presented. See “Note 20, Capital Structure, Share Reclassification, Stock Split Effective in the Form of a Stock Dividend,” to our audited consolidated financial statements in this Annual Report on Form 10-K.

On October 9, 2025, the Company declared a 50-for-1 stock split of the Company’s common stock in the form of a stock dividend, entitling each shareholder of record to receive 49 additional shares of common stock for every one share owned. The record date for the stock dividend is October 20, 2025, with a distribution date for the new shares of October 24, 2025. The par value per share of our common stock remains $0.01 per share. The effect of the stock split on outstanding shares and per share figures has been retroactively applied to all periods presented. See “Note 20, Capital Structure, Share Reclassification, Stock Split Effective in the Form of a Stock Dividend,” to our audited consolidated financial statements in this Annual Report on Form 10-K.

On November 19, 2025, in connection with its IPO, the Company completed an offering of 17,778,000 shares of Class A common stock at a public offering price of $21.00 per share. On December 3, 2025, the underwriters exercised their option to purchase an additional 2,666,700 shares of Class A common stock at the same offering price. The Company received total net proceeds of approximately $403.1 million, after deducting underwriting discounts, commissions, and estimated offering expenses. The Company’s common stock is currently listed on the Nasdaq Stock Market under the ticker symbol “CBC.”

Results of Operations

The following table presents selected financials from our income statement and the performance ratios discussed below.

For the year ended December 31,

Income Statement Data:

(dollars in thousands, except per common share data and other information)

Net interest income

Net interest income (FTE) 1, 2

Provision for credit losses

Noninterest income

Adjusted noninterest income 1

Noninterest expense

Income tax expense

Net income

Adjusted net income 1

Earnings per Common Share

Earnings per share - diluted

Adjusted earnings per share - diluted 1

Performance Ratios:

Net interest margin

Net interest margin (FTE) 1, 2

Return on average total assets

Adjusted return on average total assets 1

Return on average common equity 1

Adjusted return on average common equity 1

Return on average tangible common equity 1

Adjusted return on average tangible common equity 1

Fee income ratio

Adjusted fee income ratio 1

Efficiency ratio

Efficiency ratio (FTE) 1

Effective tax rate

1 These are non-GAAP financial measures. For more information on these financial measures, including a reconciliation of the most directly comparable GAAP financial measures, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures Reconciliations" in this Annual Report on Form 10-K..

2 Fully-tax equivalent basis.

• GAAP net income of $390.9 million, or $1.75 per fully diluted share, compared to $305.8 million and $1.39 in the prior year.

• Adjusted net income 1 of $402.6 million , or $1.81 per fully diluted share, compared to $333.7 million and $1.51 per fully diluted share in the prior year.

• End-of-period total deposits of $15.9 billion, an increase of $0.9 billion or 5.9% growth from the prior year.

• ROAA of 2.03% ; Adjusted ROAA 1 of 2.09% , compared to ROAA of 1.63% and Adjusted ROAA 1 of 1.78% in the prior year.

• Efficiency ratio 1 of 49.5% ; Adjusted efficiency ratio 1 of 47.9% , compared to 54.5% and 51.7% respectively in the prior year.

Net Interest Income and Net Interest Margin

The following table summarizes the distribution of average balances, average yields and costs (on an annualized basis for interim periods), and changes in net interest income on an FTE basis. Average balances are daily average balances and include nonaccrual loans. The table below includes the effect of deferred fees and expenses, discounts and premiums, as well as purchase accounting adjustments that are amortized or accreted to interest income or expense.

For the year ended December 31,

Average Balance

Interest (FTE) 1

Yield / Cost

Average Balance

Interest (FTE) 1

Yield / Cost

(dollars in thousands)

Assets

Interest-bearing cash and bank deposits

Investment securities

Gross loans 2, 3

Total interest-earning assets

Allowance for loan losses

Noninterest-earning assets

Total assets

Liabilities and Stockholders' Equity

Noninterest-bearing deposits

Savings & interest-bearing deposits

Time deposits

Total deposits

Federal funds purchased and customer repurchase agreements

Total customer funds

FHLB advances and other borrowings

Total interest-bearing liabilities

Total cost of funds

Noninterest-bearing liabilities

Stockholders' equity

Total liabilities and stockholders' equity

Net interest spread

Net interest income (FTE) 1 and net interest margin (FTE) 1

Less: Tax equivalent adjustment

Net interest income and net interest margin

1 These are non-GAAP financial measures. For more information on these financial measures, including a reconciliation of the most directly comparable GAAP financial measures, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures Reconciliations" in this Annual Report on Form 10-K.

² Loan balances include mortgage loans held for sale of $54.1 million and $34.3 million as of December 31, 2025 and 2024, respectively, and nonaccrual loans of $44.7 million and $36.0 million as of December 31, 2025 and 2024, respectively.

³ Loan interest income includes loan fees, net of deferred costs, of $10.2 million, $8.4 million for the years ended December 31, 2025 and 2024, respectively and interest resulting from the accretion of purchase accounting discount associated with acquired loans of $1.1 million and $1.7 million for the same periods, respectively.

Net interest income totaled $789.7 million in 2025, an increase of $102.3 million, or 14.9%, compared to $687.3 million in 2024. On an FTE basis, net interest income (FTE) (non-GAAP) increased to $795.9 million from $693.2 million, an increase of 14.8%. Our net interest margin increased 46 basis points to 4.30% during 2025 compared to 2024, as yields continued to improve on assets, including a change in mix reducing cash and increasing investments, paired with reduced costs on deposits. Our net interest margin (FTE) (non-GAAP) increased to 4.33% in 2025, compared to 3.88% for the same period in 2024.

Total interest income was $989.9 million in 2025, an increase of $85.0 million, or 9.4%, compared to $905.0 million for the same period in 2024. On an FTE basis, total interest income (FTE) (non-GAAP) was $996.2 million for 2025, an increase of $85.3 million, or 9.4%, compared to $910.8 million in the prior year. The increase was primarily due to the repositioning of the investment portfolio, from lower-yielding bonds to higher-yielding investments at higher market rates, contributing $85.9 million of the increase, along with an increase in loan interest income mainly due to the upward repricing of loans, partially offset by a reduction in interest income on cash, resulting from rate cuts by the Federal Reserve which began in the third quarter of 2024.

Interest expense decreased $17.4 million, or 8.0% for 2025, compared to 2024. The decrease was primarily driven by lower interest rates on savings and interest-bearing demand deposits, which contributed $10.2 million of the reduction. Interest expense also declined across time deposits and federal funds purchased and customer repurchase agreements as funding costs repriced downward following interest rate cuts implemented by the Federal Reserve beginning in 2024. Overall, the decrease reflects the impact of a lower interest rate environment on interest‑bearing liabilities. The decline was consistent with broader market repricing trends and reflects the sensitivity of interest‑bearing liabilities to changes in short‑term benchmark rates.

The table below identifies changes related to volumes (average balances) and rates on our net interest income during the period shown, with respect to (i) changes in volume (change in volume times old rate), (ii) changes in rates (change in rate times old volume) and (iii) changes in rate / volume (change in rate times the change in volume, including difference in the number of days). Any change in interest not due solely to volume or rate has been allocated in proportion to the respective absolute dollar amounts of the change in volume or rate.

For the year ended December 31,

Volume

Rate

Total

Increase (decrease) in interest income:

(dollars in thousands)

Cash and cash equivalents

Investment securities

Loans

Total increase (decrease)

Increase (decrease) in interest expense:

Savings & interest-bearing deposits

Time deposits

Federal funds purchased and customer repurchase agreements

FHLB advances and other borrowings

Total increase (decrease)

Increase (decrease) in net interest income (FTE)

Provision for Credit Losses

The provision for credit losses, including provision for off-balance sheet credit exposures, was $9.3 million for the year ended December 31, 2025, a decrease of $5.3 million, or 36.2% year over year. The decrease was primarily due to a $5.0 million release related to the sale of the consumer lease portfolio, along with a decline in loan balances in 2025 as compared to loan growth in the prior year. A decrease in the liability for unfunded lending commitments also contributed to the decline in provision for credit loss expense in 2025.

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2025 and 2024.

For the year ended December 31,

Noninterest income:

(dollars in thousands)

Service charges and commissions

Payment services revenue

Brokerage services

Fees for fiduciary services

Mortgage banking revenue

Investment securities (losses), net

Other income

Total noninterest income

Less: Loss on sale of consumer lease portfolio

Less: Investment securities (losses)

Adjusted noninterest income 1

1 This is a non-GAAP financial measure. For more information on this financial measure, including a reconciliation of the most directly comparable GAAP financial measure, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures Reconciliations" in this Annual Report on Form 10-K.

Noninterest income was $231.7 million in fiscal year 2025, an increase of $21.3 million, or 10.1%, compared to $210.4 million fiscal year 2024. The increase was primarily due to a 12.6%, or $9.0 million, increase in total brokerage services and fees for fiduciary services driven by 18.0% growth in total assets under advice, along with a change in fee structure in the second half of 2024, and increased service charges and commissions.

Significant components of noninterest income are described in further detail below. See “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures Reconciliations,” in this Annual Report on Form 10-K.

Service charges and commissions. Service charges and commissions are primarily fees charged to deposit customers, including overdraft/non-sufficient funds fees, return fees, wire fees, commercial deposit account analysis fees, and other charges or commissions. Service charges and commissions increased $1.5 million, or 2.7%, to $57.6 million in 2025, compared to the same period in 2024. The increase was primarily driven by growth in treasury management commercial account analysis fee income, along with overdraft/non-sufficient funds fees.

Payment services revenue. Payment services revenue includes incentive and interchange revenue that merchants pay for processing electronic payment transactions and associated fees earned from the issuance of credit and debit card products, both consumer and business, along with health savings accounts, gift cards, and ATM service fees. Payment services revenue increased $0.1 million, or 0.1%, to $67.6 million in 2025, compared to the same period in 2024. The increase in 2025 compared to 2024 is the result of higher consumer credit and debit card fee income, partially offset by reduced commercial products fee income.

Brokerage services and fees for fiduciary services. Brokerage services and fees for fiduciary services relate to our wealth management services and comprise of fees earned for management of trust assets and investment services. Brokerage services increased $3.0 million, or 11.5%, to $28.7 million in 2025, compared to 2024. The increase is driven by 12.2% growth in assets under advice. Fees for fiduciary services increased 13.2%, or $6.1 million, to $52.0 million for the same period. The increase was primarily driven by a change in fee structure in the second half of 2024 along with 20.8% growth in assets under advice.

Mortgage banking revenue . Mortgage banking revenue includes both the net gain on mortgage loans sold to the secondary market and mortgage servicing income for mortgage loans sold with servicing retained by the Bank. The net gain on the sale of mortgage loans fluctuates with the volume of loans sold, the type of loans sold and market conditions, such as the current interest rate environment. The volume of loans that we sell depends upon conditions in the mortgage origination, loan securitization and secondary loan sale markets. Mortgage banking revenues, net decreased $2.5 million, or 6.0%, to $39.6 million in fiscal year 2025, compared to 2024. The decrease includes a reduction in mortgage servicing income of $0.6 million, or 4.8%, along with a decline in gain on the sale of mortgage loans of $1.9 million or 6.5%.

Other income. Other income includes bank owned life insurance income, check commission, gain on sale of assets, and other miscellaneous income items. Other income decreased $16.6 million, or 171.6%, to $6.9 million in 2025, compared to the same period in 2024. The decrease was driven by the loss on the sale of the consumer lease portfolio, along with a reduction in net gains on the sale of assets in 2025 compared to 2024.

Investment securities losses (gains), net. Net loss or gain on sale of securities represents the difference between gross sale proceeds and carrying value at amortized cost of investment securities sold during the period. We had a net loss of $6.8 million in fiscal year 2025 compared to a $36.7 million net loss in fiscal year 2024.

Noninterest Expense

The following table presents the major components of our noninterest expense for years ended December 31, 2025 and 2024:

For the year ended December 31,

Noninterest expense:

(dollars in thousands)

Salaries and employee benefits

Net occupancy and equipment

Computer software and maintenance

Marketing and business development

Legal and professional fees

Bankcard processing, rewards and related cost

Other expenses

Total noninterest expense

Total noninterest expense was $505.5 million for the year ended December 31, 2025, an increase of $16.1 million, or 3.3%, compared to $489.4 million in 2024. The increase was primarily due to increases in salaries and employee benefits, net occupancy and equipment, computer software and maintenance, and marketing and business development, partially offset by reductions in legal and professional fees, bankcard processing, rewards and related costs, and other expenses.

Salaries and Employee Benefits. Salaries and employee benefits is the largest component of noninterest expenses and includes the cost of bonus and incentive compensation, payroll taxes, benefit plans, and health insurance. These expenses were $298.1 million in 2025, an increase of $17.0 million, or 6.0%, compared to $281.1 million for the same period in 2024. The increase was primarily due to annual merit increases, increased staffing and commissions. Full-time equivalent employees totaled 2,905 at December 31, 2025, compared to 2,938 at December 31, 2024.

Net Occupancy and Equipment. Net occupancy and equipment expenses were $49.0 million for fiscal year 2025, an increase of $1.9 million, or 3.9%, compared to $47.1 million for the same period in 2024.

Computer Software and Maintenance. Computer software and maintenance includes payments to outside vendors who provide software, technology services, costs related to supporting and developing cloud-based activities and depreciation of bank-owned software and hardware. Computer software and maintenance increased $2.2 million, or 11.0%, in 2025, compared to the same period in 2024. The increase was driven by continued investment in technology to support both consumer and commercial products, along with a new core banking platform.

Marketing and Business Development. Marketing and business development expenses include marketing, advertising, public relations and business development related expenses. These expenses were $20.7 million for fiscal year 2025, an increase of $0.7 million, or 3.4%, compared to $20.0 million for the same period in 2024. The increase was primarily due to the launch of a new branding campaign, customer referrals, and at the end of 2024, we started to expense postage directly related to marketing efforts in marketing and business development expenses rather than other expenses.

Legal and Professional Fees. Legal and professional fees include legal fees, consultant fees, audit fees, and other outside services. Legal and professional fees were $22.4 million in 2025, a decrease of $3.9 million, or 14.8%, compared to $26.3 million for the same period in 2024. The decrease was primarily driven by professional outsourced services to support the initial phase of the conversion of our core banking platform.

Bankcard Processing, Rewards and Related Costs. Bankcard processing, rewards and related costs decreased $1.3 million, or 3.9% for the year ended 2025, compared to the same period in 2024. The decrease was driven by the conversion to a different debit card processor at the end of the first quarter in 2024, resulting in reduced expenses.

Other Expenses. Other expenses include various items such as amortization of originated mortgage servicing rights, amortization of intangible assets, FDIC insurance, bank exam fees, printing, telecommunications, postage, travel, meetings, dues, memberships, subscriptions, contributions, losses due to fraud, correspondent bank service charges, other insurance expenses, director fees, and other miscellaneous expenses. Other expenses decreased $0.5 million, or 0.9%, to $62.0 million in 2025, compared to the same period in 2024. The decrease includes reductions in consumer and commercial fraud, and amortization of intangible assets and OMSRs, along with printing, telecommunication and postage as a result of the postage expense directly related to marketing efforts reported in marketing and business development expenses rather than other expenses starting at the end of 2024.

Income Taxes

The provision for income taxes varies due to the amount of taxable income, the investments in tax-advantaged securities and loans, tax credits and the rates charged by federal and state authorities in which we do business. The income tax expense of $115.7 million in fiscal year 2025 represents an effective tax rate of 22.8%, compared with $87.9 million, or 22.3%, in fiscal year 2024. The increase in the effective tax rate was primarily due to a reduction in the amount of state tax credits received from tax credit partnerships and increases from certain costs that are no longer deductible as a result of being a public company.

Discussion and Analysis of Business Segments

The Company has strategically aligned its operations into the following three reportable segments: Consumer Banking, Commercial Banking and Wealth Management (collectively, the “Business Segments”). The Chief Executive Officer regularly evaluates Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. The management accounting system assigns balance sheet and income statement items to each Business Segment using methodologies that are refined on an ongoing basis. See "Note 1, Summary of Significant Accounting Policies,” and "Note 19, Business Segment Reporting," to our consolidated financial statements in this Annual Report on Form 10-K.

Segment Income Statement

Consumer

Commercial

Wealth Management

Segment Totals

Corp / Other

Total

Year Ending December 31, 2025

(dollars in thousands)

Net interest income

Provision for credit losses¹

Net interest income after provision for credit losses

Noninterest income¹

Noninterest expense

Income before income taxes 1

Income taxes

Net income 1

Year Ending December 31, 2024

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income taxes

Net income

Increase (decrease) in net income - amount

Increase (decrease) in net income - percent

¹ Consumer includes a $13.6 million loss on the sale of the consumer lease portfolio recognized in other noninterest income and a $5.0 million release of provision. Net of taxes, at a tax rate of 23.84%, the total impact to net income was $6.6 million.

Consumer Banking Operating Results

The Consumer Banking operating segment is designed to serve the holistic financial service needs of individuals within our footprint through the Bank.

We provide a comprehensive suite of offerings, including a full set of deposit products, state-of-the-art digital banking solutions, a range of consumer lending solutions, including home equity lines of credit, and a credit card portfolio. Our leading mortgage operation delivers both standard mortgages with in-house servicing, typically sold to Freddie Mac, Fannie Mae, Ginnie Mae, or private investors.

The following table presents the selected financials of Consumer Banking as of, and for the years ended December 31, 2025 and 2024, respectively.

As of, and for the year ended December 31,

Consumer

(dollars in thousands)

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income taxes

Net income

Fee income ratio

Cost of deposits

Average assets

Average loans

Average deposits

Average equity

¹ Consumer includes a $13.6 million loss on the sale of the consumer lease portfolio recognized in other noninterest income and a $5.0 million release of provision. Net of taxes, at a tax rate of 23.84%, the total impact to net income was $6.6 million.

For the year ended December 31, 2025, Consumer Banking net income increased $23.9 million, or 21.3%, to $136.0 million compared to the same period in 2024. The increase was primarily driven by a 14% rise in net interest income, reflecting higher funds transfer pricing on deposits as rates assigned to non-maturity deposits increased in 2025 compared to the same period in 2024, along with deposit growth, partially offset by losses in the consumer lease portfolio.

Commercial Banking Operating Results

The Commercial Banking operating segment is designed to provide full-service relationship banking solutions to businesses, agencies and community organizations within our footprint through the Bank.

Our long-tenured commercial lending teams originate loans to finance a wide range of our customers’ needs, including commercial, small business and government segments, while striving to maintain conservative underwriting standards. Our deposit and cash management solutions feature a full suite of digital-first tools, treasury management services, and innovative payment and card solutions to complement our comprehensive deposit offerings.

The following table presents the selected financials of Commercial Banking as of, and for the years ended December 31, 2025 and 2024, respectively.

As of, and for the year ended December 31,

Commercial

(dollars in thousands)

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income taxes

Net income

Fee income ratio

Cost of deposits

Average assets

Average loans

Average deposits

Average equity

For the year ended December 31, 2025, Commercial Banking net income increased $16.5 million, or 7.3%, to $243,021 compared to the same period in 2024. The increase was primarily due to increased net interest income of 8% driven by an increase in the FTP paid on deposits, and deposit costs reduced 20 basis points to 1.38% in 2025, compared to 2024, partially offset by 7% growth in expenses.

Wealth Management Operating Results

The Wealth Management operating segment provides a full range of “fee-only” wealth management solutions, including investment management, fiduciary services, financial, estate, and tax planning services to individuals, businesses, and foundations. Services are provided through Central Trust Company and Central Investment Advisors, both divisions of the Bank.

Wealth management services tailored to individuals include trust and estate advisory services and financial planning. Business services include financial planning, business succession planning, and retirement plan services. Services for foundations include assistance with endowment management, grant applications and foundation management.

The following table presents the selected financials of Wealth Management as of, and for the years ended December 31, 2025, and 2024, respectively.

As of, and for the year ended December 31,

Wealth Management

(dollars in thousands)

Net interest (loss)

Provision for credit losses

Net interest (loss) after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income taxes

Net income

Average assets

Average loans

Average equity

Assets under advice

For the year ended December 31, 2025, Wealth Management net income increased $2.3 million, or 13.6%, to $19.1 million compared to the same period in 2024. The increase was primarily driven by 12% growth in noninterest income as the result of growth in assets under advice along with fee increases in the second half of 2024, partially offset by 11% increase in expenses driven by increased staffing and commissions, net occupancy and equipment, and other expenses. End-of-period assets under advice grew 18.0%, or $2.4 billion, from December 31, 2024 to December 31, 2025. The increase includes growth in Central Investment Advisors’ assets under advice of $542 million, or 12%, and 21%, or $1,886 million in Central Trust Company’s assets under advice. The growth in Central Trust assets under advice includes approximately 16% growth from improvements in the market and 5% growth from net organic growth.

Corporate / Other Operating Results

The "Corporate / Other" includes activity not related to the segments, such as administrative functions, various support and overhead operating units of the Company. Corporate administrative functions such as Compliance, Finance, Credit Administration, Human Resources, and our Central Technology Services team expenses are allocated to the segments. These expenses will be reflected in "Corporate / Other" with the offset in allocated expenses. Expenses for the parent company, the administrative and support functions within the markets not specific to a segment, regulatory expenses, director and shareholder costs, community outreach, and other similar expenses are not allocated to the segments. In addition, "Corporate / Other" includes unallocated bank balances including the investment securities portfolio, cash held at the federal reserve, eliminations, and other items not allocated to the segments.

The following table presents the selected financials of Corporate / Other as of, and for the years ended December 31, 2025 and 2024, respectively.

As of, and for the year ended December 31,

Corporate / Other

(dollars in thousands)

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income taxes

Net income

Average assets

Average loans

Average equity

For the year ended December 31, 2025, Corporate / Other net income increased $42.4 million, or 85.4%, to $7.3 million compared to the same period in 2024. The increase was driven by both net interest income and noninterest income. The increase in net interest income includes increased income on investment securities, as a result of both volume and rates, partially offset by increased FTP paid out on non-maturity deposits to the business segments as the longer-term component of the non-maturity deposit FTP continued to increase throughout 2025 compared to 2024. The increase in noninterest income is primarily driven by the investment securities losses in the prior year. See "Note 19, Business Segment Reporting," in the consolidated financial statements of this Annual Report on Form 10-K for further information.

Financial Condition and Risk Management

The following discussion provides an overview of the Company’s financial condition, asset quality, liquidity position, and regulatory capital as of December 31, 2025, with comparisons to the prior year-end where relevant. This analysis highlights the key drivers of balance sheet changes, evaluates trends in credit performance, and outlines the strength of the Company’s liquidity and capital resources. Together, these measures reflect management’s ongoing focus on prudent risk management, disciplined balance sheet strategy, and maintaining a strong financial foundation to support continued operations and future growth.

As of December 31, 2025:

• Total assets grew by $1,509 million, an increase of 7.8% from December 31, 2024.

• Total loans held for investment as of December 31, 2025 totaled $11.4 billion, a decrease of $189.5 million, or 1.6%, compared to $11.6 billion as of December 31, 2024. The decrease was primarily due to $144 million reduction related to the sale of the consumer lease portfolio, along with reductions in commercial, financial & agricultural, and non-owner-occupied commercial real estate, partially offset by net growth in all other real estate loans and consumer credit cards.

• Investment securities grew $766.0 million, an increase of 13.5% from December 31, 2024. As of December 31, 2025, approximately 98.9% of our investment portfolio consisted of securities guaranteed by the U.S. government, its agencies, or sponsored enterprises and available-for-sale securities represented 99.2% of our total portfolio.

• Total deposits grew by $876.8 million, an increase of 5.9% from December 31, 2024. The increase was primarily due to growth in noninterest-bearing deposits and savings and interest-bearing demand deposits partially offset by a decline in time deposits.

• Total stockholder's equity grew by $673.3 million, an increase of 21.6% from December 31, 2024.

Credit Risk Management

Credit Risk

Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms. We seek to mitigate credit risk in our loan and lease portfolio by following clearly defined underwriting criteria and account management standards set by management. Our loan policy outlines underwriting requirements, approval levels, exposure limits, and other necessary guidelines. We actively manage portfolio diversification at the borrower, industry, and product levels to reduce concentration risk. Additionally, our credit risk management process includes an independent loan review to ensure adherence to loan policies, compliance with documentation standards, accurate risk ratings, and the overall credit quality of the portfolio. See “Note 1, Summary of Significant Accounting Policies," and "Note 3, Loans and Allowance for Credit Losses," to our consolidated financial statements in this Annual Report on Form 10-K.

Loan and Lease Portfolio

We offer a broad range of lending products with a focus on commercial real estate, construction and development, commercial and industrial, multi-family and one-to-four-family residential loans in our Primary Markets in Missouri, Kansas, Oklahoma and Colorado. As of December 31, 2025 and 2024, 87.8% of our loans were to borrowers who resided or organized in our Primary Markets. We deliver these products through a local, relationship-based delivery model emphasizing market-level credit authority.

The following table presents our loan and lease portfolio by category as of December 31, 2025 and 2024:

December 31,

Amount

% of total

Amount

% of total

Loans held for investment:

(dollars in thousands)

Construction and development

Commercial, financial & agricultural

Non-owner-occupied commercial real estate 1

Owner-occupied commercial real estate

Commercial real estate

Total commercial loans

Residential mortgage loans 2

Home equity lines of credit

Consumer credit card

Other consumer loans

Total residential and consumer loans

Total unpaid principal balance

Add: Unearned income

Total loans held for investment

Loans held for sale

1 Non-owner-occupied commercial real estate loans restated to include multi-family loans

2 Residential mortgage loans restated to include residential construction and development

Credit quality across the loan portfolio remains strong, supported by consistent adherence to conservative underwriting standards. Portfolio‑level metrics across all loan classes continue to align with these established standards, underscoring the stability and resilience of the credit profile. Total loans held for investment decreased $189.5 million, or 1.6%, to $11.4 billion as of December 31, 2025, from $11.6 billion as of December 31, 2024. The decrease was driven primarily by a reduction in other consumer loans following the sale of the consumer lease portfolio and a de-emphasis of indirect lending, as well as declines in commercial, financial and agricultural lending and non‑owner‑occupied commercial real estate. These decreases were partially offset by net growth in residential mortgages, home equity lines of credit, construction and development lending, owner‑occupied commercial real estate, and consumer credit card balances.

Construction and development loans made up 5% of total loans held for investment as of December 31, 2025, increasing 3.3%, or $18.1 million, from December 31, 2024 to $571 million. Approximately $159 million in loans moved to permanent financing in 2025, with $126 million moving to non-owner occupied CRE.

Commercial, financial and agricultural loans made up 15% of total loans held for investment as of December 31, 2025, a decrease of 6.1%, or $113.6 million, from December 31, 2024 to $1,761 million. The decrease was primarily due to the payoff of a large equipment financing loan along with runoff in the rest of the portfolio.

Commercial real estate performance remains solid, with the 2025 CRE stress test showing portfolio‑level metrics of 1.39x debt service coverage and a 54% loan‑to‑value ratio. As of December 31, 2025, commercial real estate loans represented 41% of total loans and leases, decreasing 0.8%, or $40.2 million, from December 31, 2024 to $4.7 billion. This decrease was driven by a 1.5% decline, or $47.5 million, in non-owner occupied CRE loans, partially offset by 0.5% growth, or $7.3 million, in owner-occupied CRE loans.

The residential mortgage portfolio continues to demonstrate strong credit fundamentals, reflected in an average loan‑to‑value ratio of 59%, an average debt‑to‑income ratio of 38.9%, and an average FICO score of 727. As of December 31, 2025, residential mortgage loans balances totaled $3.3 billion, representing 29% of total loans held for investment and an increase of 6.9%, or $215.3 million, from December 31, 2024. The increase during the period was driven primarily by continued growth in adjustable-rate mortgages.

Home equity lines of credit continue to exhibit strong risk characteristics, supported by an average borrower FICO score of 755 and a combined loan‑to‑value ratio of 70%. The portfolio is primarily composed of second‑lien positions, with 74.4% of balances tied to loans where the Company also services the related first mortgage, and 0.2% in second‑lien loans where the first mortgage is not serviced by the Company. First‑lien home equity loans represented the remaining 25.5% of the portfolio. Home equity lines of credit accounted for 4% of total loans held for investment as of December 31, 2025, an increase of 17.7%, or $61.8 million from December 31, 2024 to $411 million.

Total consumer loans made up 6% of total loans held for investment as of December 31, 2025, a decrease of 34.9%, or $347.6 million, from December 31, 2024, driven by a de-emphasis of indirect lending. Consumer credit cards grew 5%, while all other consumer loans declined 39.0% or $352.1 million from December 31, 2024.

The following tables presents the maturity distribution of our loans held for investment and sensitivity to interest rate changes for the periods presented below. The maturity dates were determined based on the contractual maturity date of the loan. Adjustable-rate mortgages are reflected in the adjustable rate column, however the rate is generally fixed for the initial five (5) or seven (7) years depending on the loan terms:

As of December 31, 2025

Due in one year or less

Due in one year through five

years

Due after five years and

through fifteen years

Due after fifteen years

Fixed rate

Adjustable

rate

Fixed rate

Adjustable

rate

Fixed rate

Adjustable

rate

Fixed rate

Adjustable

rate

(dollars in thousands)

Construction and development

Commercial, financial & agricultural

Commercial real estate

Residential real estate

Consumer

Total unpaid principal balance

Asset Quality

The following table presents selected financials from our consolidated balance sheet and the asset quality ratios discussed below.

As of, and for the year ended December 31,

Asset Quality Ratios:

Nonperforming loans / loans held for investment

Allowance for loan losses / loans held for investment

Loan modifications / loans held for investment

Net charge-offs / average total loans

Our objective is to maintain a high degree of credit quality, support the customers and communities we serve, and achieve our objectives for profitability and liquidity. Maintaining strong credit quality is essential to the viability of our business model. Through our business activities we recognize and seek to mitigate three primary types of credit risk: default risk, concentration risk and systemic risk. Managing credit risk is a continuous, enterprise-wide initiative that starts with our local market bankers and leaders as our first line of defense. We leverage the strength of our bankers across markets to manage and limit risk taking complemented by our comprehensive credit policy and underwriting standards. To help ensure we balance market-level support while maintaining a diversified portfolio, we impose market-level approval limits and industry, asset and geographic limits.

To manage and enforce our portfolio metrics and diversification targets our credit committee, our second line of defense, meets periodically to evaluate credit risk migration, new business activities, stress-test activities and credit policy changes and approve or modify market lending authorities. Our internal loan review department, our third line of defense, serves as an independent function to evaluate effective underwriting and application of credit policy in both origination and portfolio management.

Loans are analyzed for risk rating updates as part of the annual credit review process. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenants or overall relationship management. Smaller loans are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues. Loans rated “Watch,” “Substandard” or “Nonaccrual” under our internal risk grading system (as described below) may be subject to more frequent review and monitoring processes. In addition to the regular monitoring performed by the market lending personnel and credit committees, loans are subject to review by our internal loan review department, which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.

Nonperforming Loans and Assets.

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Our nonperforming loans consist of loans past due 90 days or more and still accruing and nonaccrual loans. We consider loans past due on the day following the contractual repayment date if the contractual repayment was not received by us as of the end of the business day. Loans for which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on loans is discontinued when, in management’s judgment, the interest is uncollectible in the normal course of business. Loans are placed on nonaccrual status when (i) deterioration in the financial condition of the borrower exists such that payment of full principal and interest is not expected, or (ii) principal or interest has been in default for a period of 90 days or more and the asset is not both well secured and in the process of collection. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income, and the loan is charged off to the extent uncollectible. Principal and interest payments received on nonaccrual loans are generally applied to principal. Interest is included in income only after all previous loan charge-offs have been recovered and is recorded only as received. The loan is returned to accrual status only when the borrower has brought all past-due principal and interest payments current and, in the opinion of management, has demonstrated the ability to make future payments of principal and interest as scheduled.

The following table presents our nonperforming loans and assets for the dates indicated:

December 31,

(dollars in thousands)

Nonaccrual loans

Loans past due 90 days or more and still accruing

Total nonperforming loans

Foreclosed assets held for sale

Other repossessed assets

Total nonperforming assets

Allowance for credit losses to period end loans held for investment

Allowance for credit losses to period end nonperforming loans

Nonperforming loans to period end loans held for investment

Nonperforming assets to period end assets

Nonaccrual loans to period end loans held for investment

Allowance for credit losses to nonaccrual loans at period end

Nonaccrual loans totaled $44.7 million as of December 31, 2025, an increase of $8.7 million, or 24%, compared to $36.0 million as of December 31, 2024. The increase was primarily driven by an increase in nonaccrual loans in certain loan segments, particularly commercial, financial & agricultural, non-owner-occupied commercial real estate and residential mortgage loans categories, mostly related to two relationships migrating to nonaccrual in 2025.

The following table provides an aging analysis on the Company’s past due and accruing loans, in addition to the balances of loans on nonaccrual status, as of the dates indicated. Balances in the tables below represent total unpaid principal balances gross of unearned and unamortized loans fees and costs.

December 31, 2025

Current or less

than

30 days

past due

30 - 89 Days

past due

90 Days

past due

and still

accruing

Nonaccrual

Total

Loans held for investment

(dollars in thousands)

Construction and development

Commercial, financial & agricultural

Non-owner-occupied commercial real estate

Owner-occupied commercial real estate

Total commercial real estate

Total commercial loans

Residential mortgage loans

Home equity lines of credit

Consumer credit card

Other consumer loans

Total residential and consumer loans

Total loans held for investment

December 31, 2024

Current or less

than

30 days

past due

30 - 89 Days

past due

90 Days

past due

and still

accruing

Nonaccrual

Total

Loans held for investment

(dollars in thousands)

Construction and development

Commercial, financial & agricultural

Non-owner-occupied commercial real estate

Owner-occupied commercial real estate

Total commercial real estate

Total commercial loans

Residential mortgage loans

Home equity lines of credit

Consumer credit card

Other consumer loans

Total residential and consumer loans

Total loans held for investment

In addition to the past due and nonaccrual criteria, the Company evaluates loans according to its internal risk grading system. Loans are segregated between four main categories.

• Pass category loans consist of a range of loan grades that reflect low to moderate, though still acceptable, risk.

• Watch loans consist of loans when (i) one or more weaknesses which could jeopardize timely liquidation exist; or (ii) the margin or liquidity of an asset is sufficiently tenuous that adverse trends could result in a collection problem.

• Substandard loans consist of loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. These loans may have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. Such loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected.

• Nonaccrual loans consist of loans (i) for which deterioration in the financial condition of the borrower exists such that payment of full principal and interest is not expected, or (ii) upon which principal or interest has been in default for a period of 90 days or more and the asset is not both well secured and in the process of collection.

The following tables provide information about the credit quality of the loan portfolio using the Company’s internal rating system reflecting management’s risk assessment:

December 31, 2025

Term Loans Amortized Cost Basis by Origination Year

Prior

Revolving Loans Amortized Cost Basis

Total

(dollars in thousands)

Construction and development

Pass

Watch

Substandard

Non-accrual

Total construction and development

Gross write-offs for the year ended December 31, 2025

Commercial, financial & agricultural

Pass

Watch

Substandard

Non-accrual

Total commercial, financial & agricultural

Gross write-offs for the year ended December 31, 2025

Non-owner-occupied commercial real estate

Pass

Watch

Substandard

Non-accrual

Total non-owner-occupied commercial real estate

Gross write-offs for the year ended December 31, 2025

Owner-occupied commercial real estate

Pass

Watch

Substandard

Non-accrual

Total owner-occupied commercial real estate

Gross write-offs for the year ended December 31, 2025

Residential mortgage loans

Accrual

Non-accrual

Total residential mortgage loans

Gross write-offs for the year ended December 31, 2025

Home equity lines of credit

Accrual

Non-accrual

Total home equity lines of credit

Gross write-offs for the year ended December 31, 2025

Consumer credit card

Current

30-89 days

90+ days

Total consumer credit card

Gross write-offs for the year ended December 31, 2025

December 31, 2025

Term Loans Amortized Cost Basis by Origination Year

Prior

Revolving Loans Amortized Cost Basis

Total

Prior

Revolving Loans Amortized Cost Basis

Total

(dollars in thousands)

Other consumer loans

Current

30-89 days

90+ days

Non-accrual

Total other consumer loans

Gross write-offs for the year ended December 31, 2025

Total loans

Total gross write-offs for the year ended December 31, 2025

December 31, 2024

Term Loans Amortized Cost Basis by Origination Year

Prior

Revolving Loans

Amortized Cost

Basis

Total

(dollars in thousands)

Construction and development

Pass

Watch

Substandard

Non-accrual

Total construction and development

Gross write-offs for the year ended December 31, 2025

Commercial, financial & agricultural

Pass

Watch

Substandard

Non-accrual

Total commercial, financial & agricultural

Gross write-offs for the year ended December 31, 2025

Non-owner-occupied commercial real estate

Pass

Watch

Substandard

Non-accrual

Total non-owner-occupied commercial real estate

Gross write-offs for the year ended December 31, 2025

Owner-occupied commercial real estate

Pass

Watch

Substandard

Non-accrual

Total owner-occupied commercial real estate

Gross write-offs for the year ended December 31, 2025

December 31, 2024

Term Loans Amortized Cost Basis by Origination Year

Prior

Revolving Loans

Amortized Cost

Basis

Total

Prior

Revolving Loans

Amortized Cost

Basis

Total

Residential mortgage loans

Accrual

Non-accrual

Total residential mortgage loans

Gross write-offs for the year ended December 31, 2025

Home equity lines of credit

Accrual

Non-accrual

Total home equity lines of credit

Gross write-offs for the year ended December 31, 2025

Consumer credit card

Current

30-89 days

90+ days

Total consumer credit card

Gross write-offs for the year ended December 31, 2025

Other consumer loans

Current

30-89 days

90+ days

Non-accrual

Total other consumer loans

Gross write-offs for the year ended December 31, 2025

Total loans

Total gross write-offs for the year ended December 31, 2025

Modifications for Borrowers Experiencing Financial Difficulty

When borrowers are experiencing financial difficulty, we may agree to modify the contractual terms of a loan to a borrower to assist the borrower in repaying principal and interest owed to us. Such modification of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or fees, or any combination thereof. Modifications of commercial loans to borrowers experiencing financial difficulty are primarily modifications to loans that are substandard or nonaccrual, where the maturity date was extended. Modifications of personal real estate loans are primarily made to loans placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often made under debt counseling programs that can reduce the contractual rate, or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers.

The following tables present the amortized cost of loans that were modified during the year ended December 31, 2025 and 2024:

December 31, 2025

Term

Extension

Payment

Delay

Interest Rate

Reduction

Interest/Fees

Forgiven

Other

Total

Total Loan

Category

(dollars in thousands)

Construction and development

Commercial, financial, & agricultural

Non-owner-occupied commercial real estate

Owner-occupied commercial real estate

Total commercial real estate

Residential mortgage loans

Home equity lines of credit

Total residential real estate

All other consumer

Total

December 31, 2024

Term

Extension

Payment

Delay

Interest Rate

Reduction

Interest/Fees

Forgiven

Other

Total

Total Loan

Category

(dollars in thousands)

Construction and development

Commercial, financial, & agricultural

Non-owner-occupied commercial real estate

Owner-occupied commercial real estate

Total commercial real estate

Residential mortgage loans

Home equity lines of credit

Total residential real estate

All other consumer

Total

Allowance for Credit Losses

Allowance for credit losses reflects management’s estimate of current expected loss within the loans held for investment portfolio. The computation of the allowance for credit losses includes elements of judgment and high levels of subjectivity. See “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Allowance for Credit Losses on Loans,” in this Annual Report on Form 10-K.

We measure the allowance for credit losses using an average historical loss model which incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type and collateral type. Loans that do not share similar risk characteristics, primarily large loans on nonaccrual status are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, an average historical loss rate is calculated for each pool using our historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual period.

Due to changes in portfolio composition, the Company’s own historical loss rates are not fully reflective of loss expectations and have been augmented by industry and peer data. Therefore, the historical loss rates are augmented by peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given a single path economic forecast of key macroeconomic variables including GDP, unemployment rate, various interest rates, the Federal Housing Finance Agency House Price Index, and the Commercial Real Estate Price Index.

Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

The following table presents an analysis of our allowance for credit losses, including provisions for credit losses, charge-offs and recoveries, for the periods indicated:

December 31, 2025

Commercial real estate

Residential real estate

Consumer

Total

Construction & development

Commercial, financial, & agricultural

Non-Owner occupied commercial real estate

Owner occupied commercial real estate

Residential mortgage loans

Home equity Lines of Credit

Consumer credit card

All other consumer credit

Allowance for credit losses on loans

(dollars in thousands)

Balance at beginning of year

Provision for credit losses on loans

Loans charged off

Recoveries on loans previously charged off

Balance at end of year

Liability for unfunded commitments

Balance at beginning of year

Provision for credit losses on unfunded lending commitments

Balance at end of year

Allowance for credit losses on loans and liability for unfunded lending commitments

December 31, 2024

Commercial real estate

Residential real estate

Consumer

Total

Construction & development

Commercial, financial, & agricultural

Non-Owner occupied commercial real estate

Owner occupied commercial real estate

Residential mortgage loans

Home equity Lines of Credit

Consumer credit card

All other consumer credit

Allowance for credit losses on loans

(dollars in thousands)

Balance at beginning of year

Provision for credit losses on loans

Loans charged off

Recoveries on loans previously charged off

Balance at end of year

Liability for unfunded commitments

Balance at beginning of year

Provision for credit losses on unfunded lending commitments

Balance at end of year

Allowance for credit losses on loans and liability for unfunded lending commitments

In 2025, we recorded net charge-offs of $14.1 million, compared to net charge-offs of $15.2 million in 2024, a decrease of $1.1 million, or 7.5%. Net charge-offs as a percentage of average total loans were 0.12% in 2025 compared to 0.13% in 2024.

At December 31, 2025, the allowance for credit losses was $149.7 million, or 1.31% of our total loans held for investment portfolio, compared with $154.3 million, or 1.33% of loans, at December 31, 2024. Our allowance for credit losses, both in total dollars and as a percentage of total loans held for investment, declined from the prior fiscal year.

The following tables present the allocation of the allowance for credit losses:

December 31, 2025

December 31, 2024

% of Loan

% of ACL

% of Loan

% of ACL

Allocated

Category

to Loan

Allocated

Category

to Loan

Reserves

to Loans

Category

Reserves

to Loans

Category

(dollars in thousands)

Construction & development

Commercial, financial & agricultural

Commercial real estate

Residential real estate

Consumer

Unearned income

Total

Management will continue to evaluate the loan portfolio and assess economic conditions in order to determine future allowance levels and the amount of credit loss provision. We review the appropriateness of our allowance for credit losses on a quarterly basis. While we use the best information available to make evaluations, future adjustments to the allowance may become necessary if conditions change substantially from the conditions that we used in previous evaluations.

Market Risk

Interest Rate Risk

Interest rate risk is one of the most significant risks faced by the Company as one of our primary sources of earnings is net interest income, the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowings.

Interest rate risk is the risk that changes in market interest rates will negatively affect the Company’s net interest income and therefore earnings. While interest rate risk can arise from various sources, there are four key types of interest rate risk to our consolidated balance sheets:

• Repricing Risk arises when a bank’s assets and liabilities reprice at different times or at different rates. When market interest rates change, the Bank may not be able to adjust its assets and liabilities simultaneously, leading to mismatched durations and impacts on net interest income.

• Yield Curve Risk arises from changes in the shape of the yield curve, which represents interest rates of bonds with different maturities. The Bank may face this risk when the yield curve flattens, steepens, or becomes inverted.

• Basis Risk is the risk that changes in underlying index rates used to price assets and liabilities do not change in a correlated manner, causing margins to narrow. For example, loans priced to the national prime rate might not change in the same manner as certificates of deposit priced off FHLB advance rates.

• Option Risk (Prepayment/Extension Risk) is related to the embedded options in certain financial products, such as the ability for a borrower to prepay a loan or a depositor to withdraw funds at will. For example, when interest rates fall, customers may refinance loans (prepayment risk), and when rates rise, depositors may withdraw funds to invest at higher rates. The Bank’s exposure to this risk depends on the volume and nature of the embedded options and how those products behave in response to rate changes.

The Company’s ALCO has been authorized by the Board to measure, monitor and manage the Company’s interest rate risk. Our strategic objective is to manage our balance sheet in a manner designed to ensure that changes in interest rates will not result in unacceptable levels of earnings volatility or threaten the adequacy of our capital and liquidity.

We utilize an asset/liability model to perform interest rate risk simulations on a wide range of potential interest rate scenarios to develop an interest rate risk profile that reveals the potential financial impact to both net interest income (shorter-term risk) and economic value of equity (longer-term risk) from changes in interest rates relative to a flat interest rate scenario. The economic value of equity (EVE) is defined as the estimated present value of our assets minus the estimated present value of our liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet. An increase in EVE indicates the opposite.

We monitor, test, and stress modeling assumptions to assess the magnitude of their impact on simulation results and evaluate changes in our interest rate risk profile to ensure we understand the key drivers of those changes.

The following table sets forth the estimated impact on our net interest income and economic value of equity from immediate parallel shifts in both short- and long-term interest rates at the specified levels (dollars in thousands). The Steepener scenario reflects an instantaneous yield curve twist, centered on the 2-year tenor, wherein the overnight rate is decreased 1.00% and the 30-year rate is increased 0.50%.

December 31, 2025

Estimated Increase (Decrease) in Net Interest Income

Estimated Increase (Decrease) in EVE

Year 1

Year 2

Change in Rates

Amount

Percent

Amount

Percent

Amount

Percent

Steepener

The values in the table above do not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts or changes in earning assets mix, which could reduce the actual impact to net interest income and EVE, if any.

The outcomes of our simulation analyses are hypothetical, and various factors could lead to actual results differing significantly from what is shown. For instance, if the timing and extent of interest rate changes deviate from what was projected, our net interest income could differ substantially. Non-parallel shifts in the yield curve, such as a flattening or steepening, or changes in interest rate spreads, could also cause our net interest income to vary from the forecasted amount.

In an environment of rising interest rates, projected net interest income might decrease if deposits and other short-term liabilities reprice more quickly than anticipated, or if our assets reprice at a slower rate. Actual results may differ from projections if we experience asset and liability growth rates that are faster or slower than expected, if there is a net outflow of deposits, or if the composition of our assets and liabilities changes in other ways. For example, even though we maintain relatively high levels of readily accessible liquidity, a quicker-than-expected withdrawal of deposits could force us to seek higher-cost funding sources.

Actual results may also differ from projections if we experience prepayment speeds in our loan portfolio that significantly differ from the assumptions used in the simulation analyses. These simulation results do not account for all potential actions we might take in response to actual or anticipated changes in interest rates, such as adjustments to our loan, investment, deposit, funding, or hedging strategies.

We assume no growth or changes in the composition of our balance sheet over the modeling horizon and no additional changes in market interest rates or spreads after the initial immediate rate shocks. As a result, the information in the table above should be considered indicative of our sensitivity to changes in interest rates rather than indicative of our expected actual results.

Liquidity Risk Management

Bank Liquidity Management

The objective of our liquidity management strategy is to ensure the availability of cash sufficient to fund our operations and meet present and future financial obligations at a reasonable cost. We consider the effective and prudent management of liquidity to be fundamental to our health and strength.

The Company’s Asset/Liability Committee has been authorized by the Board to oversee our liquidity risk to confirm that our activities comply with our funds management policy, which specifies overall objectives, metrics, limits, guidelines, reporting requirements and our contingency funding plan, which includes requirements for liquidity stress testing. The ALCO receives regular comprehensive reporting that includes information describing current levels vs. guidelines and limits for a broad set of liquidity metrics, loan and deposit trends, readily available liquidity measures, explanatory commentary relating to changes in our liquidity position and emerging risk trends and, as appropriate, recommended remedial strategies.

Our objective is to maintain prudent levels of current and contingent liquidity from stable sources that can be accessed in a timely manner at a reasonable cost, without significant adverse consequences. We seek to accomplish this mission by funding loans primarily with stable deposits, controlling dependence on wholesale funding, and by maintaining ample readily available liquidity. While our primary source of long-term, stable, and lower-cost funding is deposits, additional sources of funding include, but are not limited to, customer repurchase agreements, federal funds purchased from correspondent banks, unencumbered investment securities, and wholesale funding sources such as FHLB borrowings, dealer repurchase agreements, and wholesale/brokered deposits.

As of December 31, 2025, we had approximately $6.7 billion in readily available liquidity. As of December 31, 2024, we had approximately $4.9 billion in readily available liquidity.

As of December 31,

Change

Readily available liquidity

(dollars in thousands)

Cash reserves at Federal Reserve

FHLB advance capacity (loan collateral)

Unencumbered securities lending value

Total readily available liquidity

The following table presents selected financials from our consolidated balance sheet and liquidity ratios discussed below.

As of, and for the year ended December 31,

Liquidity Ratios:

Loan to deposit ratio

Cash and securities / total assets

Available liquidity / total assets

Investment Securities

As part of our broader risk management framework, the investment portfolio serves as a key tool for balancing interest rate exposure, preserving capital, and ensuring adequate liquidity under a range of market conditions. Ongoing monitoring of portfolio composition, valuation trends, and duration sensitivity allows us to assess how shifts in the rate environment or market dynamics may influence both earnings and economic value. The following discussion outlines the portfolio’s performance and risk profile for the year ended December 31, 2025, including changes in yields, unrealized positions, and the results of our ongoing interest‑rate and credit‑risk evaluations.

As of December 31, 2025, the amortized cost of our AFS and HTM investment portfolios totaled $6.4 billion, an increase of $623.4 million, or 10.8% versus December 31, 2024. As of the same date, the fair value of our AFS and HTM investment portfolios totaled $6.4 billion, an increase of $767.2 million, or 13.7% versus December 31, 2024. The average tax-equivalent yield at December 31, 2025 was 4.04%, increase of 55 basis points versus December 31, 2024. Gross unrealized gains in our investment securities portfolio were $57.2 million and $7.4 million as of December 31, 2025 and December 31, 2024, respectively. Gross unrealized losses in our investment securities portfolio were $104.6 million and $198.6 million as of December 31, 2025 and December 31, 2024, respectively. The change in the yield was due to the combination of the reinvestment of lower-yielding principal cashflows, an increase in balances, and the repositioning of lower-yielding securities, all into a higher-yielding market. The changes in unrealized gains and losses in our investment securities portfolio were due primarily to a decrease in market interest rates in 2025.

As of December 31, 2025, 98.9% of our investment portfolio consisted of securities guaranteed by the U.S. government, its agencies, or sponsored enterprises and available-for-sale securities represented 99.2% of our total portfolio. As of the same date, the portfolio’s composition was 39% agency residential mortgage-backed securities, 41% agency commercial mortgage-backed securities, and 14% Treasuries, with the balance in agency debenture, Small Business Administration, municipal, corporate and other securities.

A primary risk of holding agency RMBS comes from the variability in principal cashflows that may occur as interest rates change. In general, when interest rates rise, the prepayment of principal slows down, extending the amount of time it takes to recover and reinvest that principal. In contrast, when interest rates fall, the prepayment of principal generally increases, shortening the amount it takes to recover and reinvest that principal. We evaluate this risk through pre-purchase modeling of potential cashflows as well as continuous modeling throughout the life of the securities.

As of December 31, 2025, our best estimate of the duration of our $2.5 billion residential mortgage-backed securities portfolio held in available-for-sale was 3.3 years. As of December 31, 2025, management estimates the effective duration extends by 0.7 years assuming an immediate 200 basis point upward shock and contracts by 0.8 years assuming an immediate 200 basis point downward shock. As of the same date, our best estimate of the duration of the total investment portfolio excluding equity securities was 2.8 years. Management estimates the effective duration extends by 0.3 years assuming an immediate 200 basis point upward shock and contracts by 0.3 years assuming an immediate 200 basis point downward shock.

All securities not issued or guaranteed by the U.S. government, its agencies, or sponsored enterprises are subject to a quarterly review to test for impairment. This process is intended to adequately test for a range of credit and loss assumptions and does not rely primarily on credit ratings. This review was performed as of December 31, 2025 and December 31, 2024 and revealed no matters that would warrant impairment and result in an allowance for credit losses. The Company determined that all unrealized losses are primarily attributable to changes in interest rates and current market conditions.

During December 31, 2025, $6.8 million in net losses were recorded on the sale of common and preferred stock. $36.7 million in net losses were recorded on common or preferred stock during December 31, 2024.

Deposits

Deposits are gathered primarily from our full-service branch locations, as well as online, mobile and ATM deposits. Central Bank offers a variety of deposit products including noninterest-bearing demand deposits, interest-bearing demand deposits, savings accounts, and certificates of deposit. The bank also utilizes the IntraFi network which allows our depositors to receive FDIC insurance on amounts greater than $250,000. Deposits larger than this threshold are broken into smaller amounts and placed in the network of other IntraFi institutions to ensure FDIC insurance covers the entire deposit.

The following tables sets forth the distribution of deposit balances as of December 31, 2025 and December 31, 2024:

As of December 31,

Ending

Balance

% of Total

Ending

Balance

% of Total

(dollars in thousands)

Noninterest-bearing demand deposits

Savings and interest-bearing demand deposits

Time deposits

Total deposits

Total deposit ending balances as of December 31, 2025 were $15.9 billion, an increase of $876.8 million, or 5.9%, compared to $15.0 billion as of December 31, 2024. The increase was driven by growth in noninterest-bearing deposits and savings and interest-bearing demand deposits, partially offset by reductions in time deposits.

FDIC deposit insurance covers $250 thousand per depositor, per FDIC-insured bank, for each account ownership category. Our total estimated uninsured deposits were $6.9 billion and $5.4 billion as of December 31, 2025 and 2024, respectively.

Federal Funds Purchased and Customer Repurchase Agreements

Federal funds purchased and customer repurchase agreements totaled $1.0 billion and $1.0 billion at December 31, 2025 and December 31, 2024, respectively, which included customer repurchase agreements of $945.8 million and $906.8 million at December 31, 2025 and December 31, 2024, respectively. These are short-term borrowings that generally have a one-day maturity. The $39.0 million, or 4.3%, increase in customer purchase agreements in 2025 was due to the normal course of business. Federal funds purchased decreased $34.5 million, or 34.3%, in 2025.

Off-Balance Sheet Arrangements

In the normal course of business, in order to meet the needs of our customers, we are subject to off-balance sheet risk which could potentially impact our financial position. These off-balance sheet arrangements include commitments to fund loans and standby letters of credit.

The Company has outstanding commitments to provide loans to, and letters of credit on behalf of, our customers. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as is involved in extending loan facilities to customers.

In addition, the Company may enter into interest rate swap risk participation agreements when certain clients are engaged in interest rate hedging activities in a syndicated loan or a loan in which we are a participant. This is represented as credit derivatives in the table below and is the only credit derivative activity in which the Company currently participates. Under these agreements, we assume a portion of the counterparty credit risk associated with a client’s interest rate swap transaction with a third-party financial institution, for which we receive a fee. If the client fails to meet its payment obligations under the swap, we may be required to fulfill those obligations up to our participation level.

The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, by the Company upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant, equipment, and income-producing commercial properties. Our loan portfolio is primarily concentrated in our Primary Markets, where 87.8% of our total loans are located.

Such commitments and conditional obligations were as follows as of the dates presented.

Contractual amount as of December 31,

Off-balance sheet commitments

(dollars in thousands)

Loan commitments

Standby letters of credit

Commercial letters of credit

Credit derivatives

Contractual Obligations

The following tables summarize the maturity of our contractual obligations to make future payments at December 31, 2025:

As of December 31, 2025

1 Year or Less

2 - 3 Years

4 - 5 Years

After 5 Years

Total

(dollars in thousands)

Time deposits

Customer repurchase agreements

Undiscounted operating leases

Postretirement benefit contributions

Total contractual obligations

Holding Company Liquidity Management

The Company is an independent entity distinct from the Bank and is therefore responsible for managing its own liquidity. Its primary source of funding comes from dividends paid by the Bank. However, there are statutory and regulatory restrictions that limit the Bank’s ability to distribute dividends to the Company.

Under applicable Federal Reserve regulations, dividends paid by the Bank to the Company are generally limited to the Bank’s net income for the current year plus retained net income for the prior two years, without the need for prior regulatory approval. In addition, dividends paid by the Bank to the Company would be prohibited if they would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the year ended December 31, 2025, the Bank paid $320.0 million in dividends to the Company. During the year ended December 31, 2024, the Bank paid $245.0 million in dividends to the Company. As of December 31, 2025, the Bank had approximately $58.1 million of retained earnings that could be upstreamed to the Company through dividends without prior approval from the Federal Reserve. These earnings remain at the Bank level and are included in regulatory capital.

The liquidity needs of the Company on an unconsolidated basis consist primarily of operating expenses, taxes, and dividends to stockholders. As of December 31, 2025, the Company's liquidity consisted primarily of $896.6 million in cash and cash equivalents and $0.7 million of investment securities. The Company also held a $1.0 billion unsecured intercompany loan receivable from the Bank.

The Company’s operating expenses totaled $13.0 million for the year ended December 31, 2025. Dividends paid to stockholders totaled $246.5 million during the year ended December 31, 2025, which included a one‑time special dividend of $176.6 million. The Company had no repurchases of common stock during 2025.

Operational Risk

Operational risk refers to the risk arising from inadequate or failed internal processes or systems, the misconduct or errors of people or adverse external events. We seek to mitigate operational risks by expanding and maintaining an experienced operations team to meet customer and company demands; providing employees with relevant job-specific training; working with our vendors to use antifraud protections; establishing security procedures for our clients; employing business continuity planning and testing designed to ensure the continued operation of core functions in the event of a business disruption; and engaging in periodic independent audits of our operations and operating controls. We also seek to mitigate operational risks related to misconduct by employees or contractors by implementing internal controls, including dual authorization for monetary transactions, conducting background and credit checks for new hires, screening contractors and third parties providing critical services using a vendor management process, and offering whistleblower protections to our employees to encourage the reporting of misconduct.

Capital

Our capital management strategy is designed to ensure that we have sufficient capital to support balance sheet growth while also maintaining sufficient reserves to absorb unexpected losses or write-downs that are risks inherent to the business of banking. We aim to strike a balance between maintaining higher capital levels to address unforeseen risks and achieving a reasonable return on the capital invested by our shareholders.

The Bank is required to meet regulatory capital standards set by federal banking authorities. If the Bank fails to meet the minimum capital requirements, it could trigger mandatory actions, and possibly additional discretionary measures, by the state and federal regulators, which may have a significant impact on the Bank’s financial position. The Bank must comply with specific capital guidelines under the capital adequacy rules and the prompt corrective action framework, which involve quantitative measures based on the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting rules. Additionally, regulators assess the Bank’s capital levels and classifications based on qualitative factors such as risk weightings, the components of capital, and other items.

The PCA framework is a regulatory tool used to monitor and manage the capital levels of banks. It is designed to maintain the stability and soundness of financial institutions, particularly banks, by requiring regulatory intervention when a bank’s capital falls below certain thresholds. The primary goal of PCA is to address financial distress early, before it results in more severe consequences. These regulations, enforced by federal banking agencies, classify banks based on their capital adequacy and impose escalating supervisory actions as a bank’s capital position deteriorates.

Banks are categorized into five groups based on their capital ratios:

• Well-Capitalized : Banks that meet or exceed all capital adequacy standards. These banks face minimal regulatory restrictions and are generally free to operate as usual.

• Adequately Capitalized : Banks that meet minimum capital requirements. Banks in this category can still operate normally but may face restrictions on activities like accepting brokered deposits.

• Undercapitalized : Banks that fail to meet the minimum capital requirements. Banks must submit a plan to restore capital and are subject to more severe restrictions, such as limits on asset growth and capital distributions (e.g., dividends or share buybacks).

• Significantly Undercapitalized : Banks with very low capital, well below regulatory thresholds. These banks face the most stringent interventions, including the possibility of forced mergers, asset sales, or closure. They must also submit a detailed plan for capital restoration, which may require regulatory approval.

• Critically Undercapitalized : Banks with the lowest capital levels, requiring immediate action.

PCA regulations mandate that federal regulators take action when a bank’s capital falls below the required thresholds. This can involve measures such as restrictions on paying dividends or bonuses, restrictions on asset growth or expansion, enhanced monitoring and reporting requirements, required capital restoration plans, possible forced mergers or liquidation in extreme cases.

At December 31, 2025 and December 31, 2024, the Company’s capital ratios exceeded the regulatory requirements and the Bank’s capital ratios exceeded the threshold for “well capitalized” status. We maintain excess capital, in part, to provide ourselves with flexibility when considering potential acquisition opportunities. Actual and required capital ratios were:

As of December 31, 2025:

Actual

Minimum capital adequacy

requirement

Well-capitalized

requirement

Amount

Ratio

Amount

Ratio

Amount

Ratio

(dollars in thousands)

Total risk-based capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 common equity capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 capital (to average assets):

Company

Central Trust Bank

As of December 31, 2024:

Actual

Minimum capital adequacy

requirement

Well-capitalized

requirement

Amount

Ratio

Amount

Ratio

Amount

Ratio

(dollars in thousands)

Total risk-based capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 common equity capital (to risk-weighted assets):

Company

Central Trust Bank

Tier 1 capital (to average assets):

Company

Central Trust Bank

As of December 31, 2025, we were not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on our liquidity. As of December 31, 2025, we had no material commitments for capital expenditures.

Critical Accounting Policies and Estimates

Our consolidated financial statements were prepared in accordance with GAAP and follow general practices within the industry in which we operate. Application of GAAP requires management to make certain estimates and judgments which affect the amounts reported in the consolidated financial statements. Critical accounting policies are those we believe are most important to the portrayal of our consolidated financial statements and require management to make estimates and judgments which are inherently complex, difficult, uncertain and can be subject to significant change over time. In the event that different assumptions or conditions were to prevail, and depending on the severity of such changes, adjustments to accounting estimates may be required.

We have identified the following accounting policies and estimates which, due to their subjectivity and complexity, are critical to the understanding of the financial statements. Discussion below should be read in conjunction with "Note 1, Summary of Significant Accounting Policies,” to our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.

Allowance for Credit Losses on Loans

The allowance for credit losses on loans is a valuation amount that is deducted from the amortized cost basis of loans not held at fair value to present the net amount expected to be collected over the contractual term of the loans. The allowance for credit losses on loans is measured using relevant information about past events, including historical credit loss experience on loans with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flow over the contractual term of the loans. An allowance is recognized upon origination or acquisition of a loan and is updated at subsequent reporting dates. The methodology is applied consistently for each reporting period and reflects management’s current expectations of credit losses. Changes to the allowance for credit losses on loans resulting from periodic evaluations are recorded through increases or decreases to the credit loss expense for loans, which is recorded in provision for credit losses on the consolidated statements of income. Loans that are deemed to be uncollectible are charged off against the related allowance for credit losses on loans. The Company maintains a policy to reverse accrued and unpaid interest when a loan is placed on non-accrual. Therefore, an allowance is not recorded for accrued interest.

The allowance for credit losses on loans is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral type, and expected credit loss patterns. The allowance for credit losses includes significant assumptions that are uncertain and reasonably likely to have a material impact, the most significant of which are loan loss rates and prepayment speeds. Assumptions are updated based on actual performance on an annual basis. We utilize a consensus macroeconomic forecast which relies on underlying statistical models to incorporate the economic impact into each loan portfolio. Management performs a qualitative analysis considering necessary adjustments based on the potential risks inherent in the macroeconomic forecast and impacts from loan portfolio changes, including concentrations, staffing, asset quality, and policy changes. Model validations are performed to provide an independent assessment of the framework and the model’s use in producing reasonable and supportable estimates. See "Note 3, Loans and Allowance for Credit Losses,” to our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.

Non-GAAP Financial Measures Reconciliations

To supplement our consolidated financial statements prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP) and should not be viewed in isolation from, or as a substitute for, GAAP results. We are presenting these non-GAAP financial measures because we believe, when taken collectively, they may be helpful to investors because they provide consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, results of operations or outlook.

However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for our consolidated financial statements presented in accordance with GAAP.

We disclose net interest income and related ratios and analysis on a FTE basis, which may be considered non-GAAP financial measures. We believe this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison of net interest income arising from taxable and tax-exempt sources. In addition, certain performance measures, including the efficiency ratio and net interest margin utilize net interest income on a taxable-equivalent basis. We report interest income, net interest income and net interest margin on an FTE basis using a blended federal and state effective marginal tax rate of 23.84% for the periods presented. The tax equivalent basis gives effect to the tax-exempt interest income, net of the disallowance of interest income, for federal income tax purposes related to certain tax-free assets. We believe these measures enhance comparability of net interest income arising from taxable and tax-exempt sources.

We evaluate our profitability and performance based on adjusted net income, adjusted total revenue, adjusted noninterest income, adjusted fee income and adjusted return on average total assets. We adjust each of these measures to exclude the loss on the expected sale of the consumer loan portfolio in one of our markets and adjustments that resulted from certain investment portfolio repositioning activities during the periods presented that we consider to be outside of the ordinary course of business. We believe this allows investors to assess our net income, total revenue and noninterest income exclusive of the impact of changes outside the ordinary course of business. Similarly, we evaluate our operational efficiency based on tangible noninterest expense and our adjusted efficiency ratio, which excludes the effect of amortization of intangibles (a non-cash expense item) as well as the exclusions mentioned previously in this paragraph, and includes the tax benefit associated with our tax-advantaged loans.

We evaluate our financial condition based on the ratios of our tangible common equity to our tangible assets, tangible book value per share, return and adjusted return on average common equity, and return and adjusted return on average tangible common equity. Our calculation of these ratios allows readers to assess our stockholder’s equity, exclusive of the effect of our goodwill and other intangible assets.

Reconciliations for each of these non-GAAP financial measures to the closest GAAP financial measures are included in the tables below. Each of the non-GAAP financial measures presented should be considered in context with our GAAP financial results included in this filing.

At and for year ended December 31,

(dollars in thousands, except share and per share data)

Interest income (FTE), net interest income (FTE) and net interest margin (FTE)

Interest income

Add: Tax-equivalent adjustment ¹

Interest income (FTE) (non-GAAP)

Net interest income

Add: Tax-equivalent adjustment ¹

Net interest income (FTE) (non-GAAP)

Average interest-earning assets

Net interest margin

Net interest margin (FTE) (non-GAAP)

¹ Effective marginal tax rate of 23.84% used for all periods.

Adjusted noninterest income, adjusted total revenue and adjusted fee income ratio

Noninterest income

Less: Loss on expected sale of consumer lease portfolio

Less: Investment securities

Adjusted noninterest income (non-GAAP)

Net interest income

Noninterest income

Total revenue

Less: Loss on expected sale of consumer lease portfolio

Less: Investment securities

Adjusted total revenue (non-GAAP)

Fee income ratio

Adjusted fee income ratio (non-GAAP)

At and for year ended December 31,

(dollars in thousands, except share and per share data)

Tangible noninterest expense, adjusted total revenue (FTE) and efficiency ratio (FTE)

Net interest income

Noninterest income

Total revenue

Less: Loss on expected sale of consumer lease portfolio

Less: Investment securities

Add: Tax equivalent adjustment ¹

Adjusted total revenue (FTE) (non-GAAP)

Noninterest expense

Less: Amortization of intangible assets

Tangible noninterest expense (non-GAAP)

Efficiency ratio

Efficiency ratio (FTE) (non-GAAP)

¹ Effective marginal tax rate of 23.84% used for all periods.

Adjusted net income and adjusted return on average total assets

Net income

Add: Loss on expected sale of consumer lease portfolio, net of provision and taxes ¹ ²

Add: Investment securities loss, net of taxes ¹

Adjusted net income (non-GAAP)

Average total assets

Return on average total assets

Adjusted return on average total assets (non-GAAP)

¹ Effective marginal tax rate of 23.84% used for all periods.

² The second quarter of FY25 includes a $13.6 million loss on the sale of the consumer lease portfolio recognized in other noninterest income and a $5.0 million release of provision, which resulted in a net pre-tax loss of $8.6 million. Net of taxes, at a tax rate of 23.84%, the total impact to net income was $6.6 million.

Adjusted net income (earnings) per share

Net income

Less: Dividends declared on forfeitable non-vested restricted stock

Net income allocated to common stock

Net income

Add: Loss on expected sale of consumer lease portfolio, net of provision and taxes ¹ ²

Add: Investment securities loss, net of taxes ¹

Adjusted net income (non-GAAP)

Less: Dividends declared on forfeitable non-vested restricted stock

Adjusted net income allocated to common stock (non-GAAP)

Weighted average fully diluted shares

Net income per share - diluted

Adjusted net income per share - diluted (non-GAAP)

¹ Effective marginal tax rate of 23.84% used for all periods.

² The second quarter of FY25 includes a $13.6 million loss on the sale of the consumer lease portfolio recognized in other noninterest income and a $5.0 million release of provision, which resulted in a net pre-tax loss of $8.6 million. Net of taxes, at a tax rate of 23.84%, the total impact to net income was $6.6 million.

At and for year ended December 31,

(dollars in thousands, except share and per share data)

Tangible common equity, tangible book value per share and tangible common equity to tangible assets

Total stockholders' equity

Less: Goodwill and other intangible assets

Tangible common equity (non-GAAP)

Total shares of Class A common stock outstanding

Book value per share

Tangible book value per share (non-GAAP)

Total assets

Less: Goodwill and other intangible assets

Tangible assets (non-GAAP)

Total stockholders' equity to total assets

Tangible common equity to tangible assets (non-GAAP)

Tangible net income, adjusted tangible net income, average tangible common equity, adjusted return on average common equity, return on average tangible common equity and adjusted return on average tangible common equity

Net income

Add: Amortization of intangible assets, net of taxes ¹

Tangible net income (non-GAAP)

Add: Loss on expected sale of consumer lease portfolio, net of provision and taxes ¹ ²

Add: Investment securities loss, net of taxes ¹

Adjusted tangible net income (non-GAAP)

Average common equity

Less: Average goodwill and other intangible assets

Average tangible common equity (non-GAAP)

Return on average common equity

Adjusted return on average common equity (non-GAAP)

Return on average tangible common equity (non-GAAP)

Adjusted return on average tangible common equity (non-GAAP)

¹ Effective marginal tax rate of 23.84% used for all periods.

² The second quarter of FY25 includes a $13.6 million loss on the sale of the consumer lease portfolio recognized in other noninterest income and a $5.0 million release of provision, which resulted in a net pre-tax loss of $8.6 million. Net of taxes, at a tax rate of 23.84%, the total impact to net income was $6.6 million.