UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-37624
EQUITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Kansas
72-1532188
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
7701 East Kellogg Drive, Suite 300
Wichita, KS
67207
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 316.612.6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A, Common Stock, par value $0.01 per share
Trading Symbol
EQBK
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
As of October 31, 2025, the registrant had 19,076,412 shares of Class A common stock, $0.01 par value per share, outstanding.
TABLE OF CONTENTS
Part I
Financial Information
5
Item 1.
Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
6
Consolidated Statements of Comprehensive Income
7
Consolidated Statements of Stockholders’ Equity
8
Consolidated Statements of Cash Flows
10
Condensed Notes to Interim Consolidated Financial Statements
12
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
61
Overview
63
Critical Accounting Policies
Results of Operations
64
Financial Condition
74
Liquidity and Capital Resources
84
Non-GAAP Financial Measures
86
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
91
Item 4.
Controls and Procedures
93
Part II
Other Information
94
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
Important Notice about Information in this Quarterly Report
Unless we state otherwise or the context otherwise requires, references in this Quarterly Report to “we,” “our,” “us,” “the Company” and “Equity” refer to Equity Bancshares, Inc. and its consolidated subsidiaries, including Equity Bank, which we sometimes refer to as “Equity Bank,” “the Bank” or “our Bank.”
The information contained in this Quarterly Report is accurate only as of the date of this Quarterly Report on Form 10-Q and as of the dates specified herein.
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A - Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 7, 2025, and in Item 1A – Risk Factors of this Quarterly Report.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
3
The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this Quarterly Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or verbal forward-looking statements that we or persons acting on our behalf may issue.
4
PART I
Item 1: Financial Statements
CONSOLIDATED BALANCE SHEETS
September 30, 2025, and December 31, 2024
(Dollar amounts in thousands)
(Unaudited)September 30,
December 31,
2025
2024
ASSETS
Cash and due from banks
$
699,165
383,503
Federal funds sold
245
244
Cash and cash equivalents
699,410
383,747
Interest-bearing deposit in other banks
574
—
Available-for-sale securities
903,858
1,004,455
Held-to-maturity securities, fair value of $5,378 and $5,214
5,243
5,217
Loans held for sale
617
513
Loans, net of allowance for credit losses of $53,469 and $43,267
4,215,118
3,457,549
Other real estate owned, net
3,147
4,773
Premises and equipment, net
132,857
117,132
Bank-owned life insurance
146,891
133,032
Federal Reserve Bank and Federal Home Loan Bank stock
33,713
27,875
Interest receivable
34,751
28,913
Goodwill
77,573
53,101
Core deposit intangibles, net
22,895
14,969
Other
88,984
100,771
Total assets
6,365,631
5,332,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand
1,147,201
954,065
Total non-interest-bearing deposits
Demand, savings and money market
2,882,625
2,684,197
Time
1,064,943
736,527
Total interest-bearing deposits
3,947,568
3,420,724
Total deposits
5,094,769
4,374,789
Federal funds purchased and retail repurchase agreements
42,220
37,246
Federal Home Loan Bank advances
341,378
178,073
Subordinated debt
98,174
97,477
Contractual obligations
16,664
12,067
Interest payable and other liabilities
60,534
39,477
Total liabilities
5,653,739
4,739,129
Commitments and contingent liabilities, see Notes 12 and 13
Stockholders’ equity, see Note 8
Common stock
249
230
Additional paid-in capital
658,481
584,424
Retained earnings
186,718
194,920
Accumulated other comprehensive income (loss)
4,720
(55,181
)
Treasury stock
(138,276
(131,475
Total stockholders’ equity
711,892
592,918
Total liabilities and stockholders’ equity
See accompanying condensed notes to interim consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2025, and 2024
(Dollar amounts in thousands, except per share data)
(Unaudited)Three Months EndedSeptember 30,
(Unaudited)Nine Months EndedSeptember 30,
Interest and dividend income
Loans, including fees
76,911
62,089
202,776
182,436
Securities, taxable
9,416
9,809
27,351
29,862
Securities, nontaxable
307
400
1,042
1,192
Federal funds sold and other
4,464
2,667
8,800
8,374
Total interest and dividend income
91,098
74,965
239,969
221,864
Interest expense
24,990
23,679
64,457
69,196
263
261
730
893
1,741
3,089
6,881
8,022
Federal Reserve Bank borrowings
1,361
1,619
1,905
5,322
5,703
Total interest expense
28,613
28,934
77,390
85,175
Net interest income
62,485
46,031
162,579
136,689
Provision (reversal) for credit losses
6,228
1,183
8,969
2,448
Net interest income after provision (reversal) for credit losses
56,257
44,848
153,610
134,241
Non-interest income
Service charges and fees
2,522
2,424
6,763
7,534
Debit card income
2,953
2,665
8,509
7,733
Mortgage banking
62
287
380
720
Increase in value of bank-owned life insurance
1,393
1,344
6,307
3,083
Net gain on acquisition and branch sales
831
2,131
Net gain (loss) from securities transactions
(53,352
206
(53,328
222
1,943
1,560
5,809
8,583
Total non-interest income
(44,479
9,317
(25,560
30,006
Non-interest expense
Salaries and employee benefits
22,773
18,494
62,462
54,418
Net occupancy and equipment
4,317
3,478
11,474
10,800
Data processing
4,887
5,152
15,028
15,016
Professional fees
1,670
1,487
4,558
4,657
Advertising and business development
1,305
1,368
3,857
3,897
Telecommunications
630
660
1,805
1,887
FDIC insurance
653
1,747
1,821
Courier and postage
744
686
2,377
1,912
Free nationwide ATM cost
582
544
1,642
1,569
Amortization of core deposit intangibles
1,182
1,112
3,243
3,229
Loan expense
330
143
740
447
Other real estate owned and repossessed assets, net
797
(7,667
1,001
(7,658
Loss on debt extinguishment
Merger expenses
6,163
618
6,584
4,461
3,049
3,593
10,254
9,895
Total non-interest expense
49,082
30,328
128,133
106,351
Income (loss) before income tax
(37,304
23,837
(83
57,896
Provision (benefit) for income taxes
(7,641
3,986
(725
12,261
Net income (loss) and net income (loss) allocable to common stockholders
(29,663
19,851
642
45,635
Basic earnings (loss) per share
(1.55
1.30
0.04
2.98
Diluted earnings (loss) per share
1.28
2.95
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period on available-for-sale securities
6,048
30,892
26,424
23,559
Reclassification for net (gains) losses included in net income
53,320
16
53,307
268
Unrealized holding gains (losses) arising during the period on cash flow hedges
(229
(2,113
(797
211
Total other comprehensive income (loss)
59,139
28,795
78,934
24,038
Tax effect
(14,150
(6,802
(19,033
(6,130
Other comprehensive income (loss), net of tax
44,989
21,993
59,901
17,908
Comprehensive income (loss)
15,326
41,844
60,543
63,543
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended September 30, 2025, and 2024
(Unaudited)
(Dollar amounts in thousands, except share and per share data)
Common Stock
Additional
AccumulatedOther
Total
SharesOutstanding
Amount
Paid-InCapital
RetainedEarnings
ComprehensiveIncome (Loss)
TreasuryStock
Stockholders’Equity
Balance at July 1, 2024
15,207,962
208
491,709
163,068
(62,005
(131,545
461,435
Other comprehensive income (loss), net of tax effects
Cash dividends - common stock, $0.15 per share
(2,295
Dividend equivalents- restricted stock units and restricted stock awards, $0.15 per share
(36
Stock-based compensation
996
Common stock issued upon exercise of stock options
73,368
1
1,699
1,700
Common stock issued under stock-based incentive plan
2,166
Common stock issued under employee stock purchase plan
12,581
359
Treasury stock purchase
35
Balance at September 30, 2024
15,296,077
209
494,763
180,588
(40,012
(131,510
504,038
Balance at July 1, 2025
17,535,989
231
587,547
219,876
(40,269
(131,749
635,636
Cash dividends - common stock, $0.18 per share
(3,443
Dividend equivalents- restricted stock units and restricted stock awards, $0.18 per share
(52
1,582
3,023
71
13,879
12,940
436
Common stock issued with private placement, net of offering costs
Common stock issued in merger
1,729,783
18
68,845
68,863
Treasury stock purchases
(175,732
(6,527
Balance at September 30, 2025
19,119,882
For the Nine Months Ended September 30, 2025, and 2024
Balance at January 1, 2024
15,443,651
207
489,187
141,006
(57,920
(119,620
452,860
Cash dividends - common stock, $0.39 per share
(5,961
Dividend equivalents- restricted stock units and restricted stock awards, $0.39 per share
(92
2,859
83,618
1,991
1,992
101,916
(1
29,465
727
(362,573
(11,890
Balance at January 1, 2025
17,427,626
Cash dividends - common stock, $0.48 per share
(8,703
Dividend equivalents- restricted stock units and restricted stock awards, $0.48 per share
(141
4,221
6,773
183
112,071
26,861
882
(73
(183,232
(6,801
9
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Adjustments to reconcile net income to net cash from operating activities:
Depreciation
4,473
3,985
Amortization of operating lease right-of-use asset
367
346
Amortization of cloud computing implementation costs
104
Net amortization (accretion) of purchase valuation adjustments
(4,187
(1,457
Amortization (accretion) of premiums and discounts on securities
(2,004
(2,056
Amortization of intangible assets
3,448
3,337
Deferred income taxes
(2,957
Federal Home Loan Bank stock dividends
(853
(812
Loss (gain) on sales and valuation adjustments on other real estate owned
731
(7,875
Net loss (gain) on sales and settlements of securities
Change in unrealized (gains) losses on equity securities
21
(490
Loss (gain) on disposal of premises and equipment
(210
Loss (gain) on lease termination
Loss (gain) on sales and valuation adjustments on foreclosed assets
52
Loss (gain) on sales of loans
(306
161
Originations of loans held for sale
(15,866
(29,500
Proceeds from the sale of loans held for sale
16,068
31,940
Increase in the value of bank-owned life insurance
(6,307
(3,083
Change in fair value of derivatives recognized in earnings
171
(7
Gain on acquisition
(2,131
Payments on operating lease payable
(459
(455
Net change in:
776
(99
Other assets
8,478
11,972
(14,658
172
Net cash provided by operating activities
58,416
52,147
Cash flows (to) from investing activities
Purchases of available-for-sale securities
(541,277
(141,239
Purchase of held-to-maturity securities
(3,189
Proceeds from sales, calls, pay-downs and maturities of available-for-sale securities
696,597
229,798
Proceeds from calls, pay-downs and maturities of held-to-maturity securities
Net change in interest-bearing time deposits
(9
Net change in loans
(39,146
(95,958
Purchase of government guaranteed loans
(61,987
(32,248
Purchase of premises and equipment
(7,768
(6,645
Proceeds from sale of premises and equipment
2,334
Proceeds from sale of foreclosed assets
5,423
719
Net redemptions (purchases) of Federal Home Loan Bank and Federal Reserve Bank stock
(4,327
(12,687
Net redemptions (purchases) of correspondent and miscellaneous other stock
(744
(493
Proceeds from sale of other real estate owned
1,566
9,397
Purchase of bank owned life insurance
(60,000
Proceeds from surrender of bank owned life insurance policies
16,174
Proceeds from bank owned life insurance death benefits
4,308
Purchase of Net Assets of NBC Corp. of Oklahoma, net of cash acquired
150,431
Purchase of Net Assets of Rockhold BanCorp, net of cash acquired
60,914
Purchase of Net Assets of KansasLand Bancshares, Inc., net of cash acquired
1,261
Net cash (used in) provided by investing activities
203,532
(31,846
Cash flows (to) from financing activities
Net increase (decrease) in deposits
(86,251
(174,820
Net change in federal funds purchased and retail repurchase agreements
432
(14,984
Net borrowings (repayments) on Federal Home Loan Bank line of credit
163,304
189,947
Proceeds from Federal Home Loan Bank term advances
896,466
900,000
Principal repayments on Federal Home Loan Bank term advances
(900,000
(901,000
Proceeds from Federal Reserve Bank borrowings
2,000
1,000
Principal payments on Federal Reserve Bank borrowings
(2,000
(141,000
Principal payments on bank stock loan
(691
Proceeds from issuance of common stock, net
Proceeds from the exercise of employee stock options
Proceeds from employee stock purchase plan
Proceeds from subordinated debt
75,000
Debt issue cost
(1,054
Principal payments on subordinated debt
(75,000
Purchase of treasury stock
(11,859
Net change in contractual obligations
(5,402
(7,632
Dividends paid on common stock
(7,971
(5,597
Net cash (used in) provided by financing activities
53,715
(163,917
Net change in cash and cash equivalents
315,663
(143,616
Cash and cash equivalents, beginning of period
379,099
Ending cash and cash equivalents
235,483
Supplemental cash flow information:
Interest paid
75,815
86,728
Income taxes paid, net of refunds
11,112
4,495
Supplemental noncash disclosures:
Other real estate owned acquired in settlement of loans
759
669
Other repossessed assets acquired in settlement of loans
671
633
Purchase of investments in tax credits structures and resulting contractual obligations
10,000
8,000
Redemption of BOLI and other related noncash items
40,104
Securities traded but not settled
9,444
Total fair value of assts acquired in purchase of Rockhold BanCorp, net of cash
301,018
Total fair value of liabilities assumed in purchase of Rockhold BanCorp
360,632
Total fair value of assets acquired in purchase of KansasLand Bancshares, Inc., net of cash
50,572
Total fair value of liabilities assumed in purchase of KansasLand Bancshares, Inc.
51,002
Total fair value of assets acquired in purchase of NBC Corp. of Oklahoma, net of cash
729,524
Total fair value of liabilities assumed in purchase of NBC Corp. of Oklahoma
835,565
11
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements include the accounts of Equity Bancshares, Inc., its wholly-owned subsidiaries, Equity Bank (“Equity Bank”), EBAC, LLC (“EBAC”) and Equity Risk Management, Inc. (“ERMI”). ERMI provides property and casualty insurance coverage to Equity Bancshares and Equity Bank and reinsurance to other third party insurance captives for which insurance may not be currently available or economically feasible in today's insurance marketplace. The wholly-owned subsidiaries of Equity Bank are comprised of SA Holdings, Inc. (“SA Holdings”), SA Property LLC (“SA Property”), and EQBK Investments, LLC. (“EQBK Investments”). SA Holdings and SA Property were established for the purpose of holding and selling other real estate owned. EQBK Investments was established for the purpose to hold Equity Bank's investment in a real estate investment trust. These entities are collectively referred to as the “Company”. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial information. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are of a normal recurring nature. These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2025. Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period.
Reclassifications
Some items in prior financial statements were reclassified to conform to the current presentation. Management determined the items reclassified are immaterial to the consolidated financial statements taken as a whole and did not result in a change in equity or net income for the periods reported.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require public business entities on an annual basis to disclose: (1) specific categories in the rate reconciliation; (2) provide additional information for reconciling items that meet a quantitative threshold of five percent of pretax income multiplied by the statutory rate; (3) provide a qualitative description of the state and local jurisdictions that make up a majority of the state and local income tax category; (4) requires the entity to provide an explanation of the nature, effect and underlying causes of the reconciling items disclosed and the judgment used in categorizing the reconciling items; (5) requires that all entities disclose on an annual basis income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds); (6) requires disclosure of income from continuing operations before income tax expense to be disaggregated between domestic and foreign, and income tax expense disaggregated by federal, state and foreign; and (7) removes the disclosures of estimating the range of reasonably possible change in unrecognized tax benefits balance in the next 12 months and removes the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The amendments in ASU 2024-03, update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments will require an the Company to disclose employee compensation, depreciation, and intangible amortization included in each relevant expense caption on the face of the income statement. In addition, certain amounts already required to be disclosed under other current GAAP will be disclosed in this disaggregation and a qualitative description of the amounts remaining in each relevant expense caption. The amendments in this update are effective for annual periods beginning after December 15, 2026, and early adoptions is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Clarifying the Effective Date. The amendments in ASU 2025-01, clarify that all public entities should initially adopt the disclosure requirements of ASU 2024-03 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The transition guidance included in ASU 2024-03 and related impact is unchanged by this guidance.
NOTE 2 – INVESTMENTS
The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are listed below.
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Allowancefor CreditLosses
FairValue
U.S. Government-sponsored entities
28,725
335
29,060
U.S. Treasury securities
43,159
123
43,281
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities
633,351
7,469
(1,367
639,453
Private label residential mortgage-backed securities
4,582
(124
4,458
Corporate
83,755
755
(1,605
82,905
Small Business Administration loan pools
83,527
79
(315
83,291
State and political subdivisions
21,825
47
(462
21,410
898,924
8,808
(3,874
December 31, 2024
71,173
68
(6,147
65,094
86,523
118
(78
86,563
600,558
887
(35,935
565,510
144,971
(20,307
124,664
61,947
177
(3,472
58,652
30,212
59
(343
29,928
83,868
27
(9,851
74,044
1,079,252
1,336
(76,133
13
The December 31, 2024, table has been revised to correct the presentation of securities with an amortized cost of $23,670 and fair value of $23,662. The securities, which are included in small business administration loan pools, were previously included in government-sponsored residential mortgage-backed securities.
The amortized cost and fair value of held-to-maturity securities and the related gross unrecognized gains and losses are listed in the following tables.
GrossUnrecognizedGains
GrossUnrecognizedLosses
Held-to-maturity securities
3,960
121
(3
4,078
1,283
1,300
139
(4
5,378
3,932
(26
3,909
1,285
26
(6
29
(32
5,214
The fair value and amortized cost of debt securities at September 30, 2025, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
Available-for-Sale
Held-to-Maturity
Within one year
49,062
49,136
One to five years
44,005
44,516
Five to ten years
77,835
76,793
170
After ten years
6,562
6,211
1,130
SBA loan pools
637,933
643,911
Total debt securities
The following table shows the carrying value and fair value of securities pledged as collateral to secure public fund deposits; borrowings from the Federal Home Loan Bank and Federal Reserve Bank; and retail repurchase obligations at September 30, 2025, and December 31, 2024.
Book Value
Fair Value
Public fund deposits
617,691
623,691
732,935
690,855
Federal Home Loan Bank pledging
104,888
90,406
10,481
10,358
Retail repurchase agreements
43,119
43,548
49,021
45,249
Total securities pledged
660,810
667,239
897,325
836,868
14
The following tables show gross unrealized or unrecognized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous loss position at September 30, 2025, and December 31, 2024.
Less Than 12 Months
12 Months or More
UnrealizedLoss
2,226
108,628
(505
23,660
(862
132,288
5,609
(56
29,762
(1,549
35,371
55,255
(293
2,022
(22
57,277
1,775
11,585
13,360
173,493
71,487
(3,012
244,980
15,084
(62
32,195
(6,085
47,279
2,940
19,943
(77
22,883
148,954
(1,533
268,364
(34,402
417,318
1,765
(34
47,022
(3,438
48,787
23,812
(70
2,284
(273
26,096
7,948
(89
62,119
(9,762
70,067
200,503
(1,789
556,591
(74,344
757,094
UnrecognizedLoss
Residential mortgage-backed (issued by government-sponsored entities)
866
1,036
853
167
1,020
As of September 30, 2025, the Company held 86 available-for-sale in an unrealized loss position and two held-to-maturity security in an unrecognized loss position.
Unrealized losses on available-for-sale securities and unrecognized losses on held-to-maturity securities have not been recognized into income because the security issuers are of high credit quality, management does not intend to sell and it is more likely than not that the Company will not be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely due to changes in interest rates and the fair value is expected to recover as the securities approach maturity.
The Company's available-for-sale and held-to-maturity investments that carry some form of credit risk are private label residential mortgage-backed, corporate and state and political subdivisions securities.
15
The Company's private label residential mortgage-backed exposure consists of one security held by the Company and is senior in the capital structure, carry substantial credit enhancement and are 20% risk weighted by the Simplified Supervisory Formula Approach (“SSFA”). At September 30, 2025, the Company does not anticipate any credit losses in the private label residential mortgage-backed securities portfolio.
The Company's corporate debt exposure consists of 29 separate positions in U.S. financial institutions, all of which the Company has determined to be investment grade. Substantially all of the positions are subordinated debt issued by bank holding companies. The Company periodically reviews financial data of the issuers to ensure their continued investment grade status. At September 30, 2025, the Company does not anticipate any credit losses in the corporate debt securities portfolio.
The Company's portfolio of state and political subdivisions securities is comprised of 81 positions of which 67% of the positions are rated “A” or better by a Nationally Recognized Statistical Ratings Organization (“NRSRO”), and 46% of the overall portfolio is made up of general obligation bonds. The Company periodically reviews financial data of the entities and regularly monitors credit ratings changes of the entities. At September 30, 2025, the Company does not anticipate any credit losses in the state and political subdivisions securities portfolio.
The proceeds from sales and the associated gains and losses on available-for-sale securities reclassified from other comprehensive income to income are listed below.
Three Months Ended September 30,
Nine Months Ended September 30,
Proceeds
435,691
15,407
436,331
16,133
Gross gain
164
Gross losses
180
435
Income tax expense/(benefit)
(12,855
(12,852
The Company also invests in several other investments, including investments in stocks and partnerships, which are included in other assets. The following table shows the various investment balances and method of accounting at September 30, 2025, and December 31, 2024.
Investments in stocks
Accounted for at fair value through net income
1,009
Accounted for at amortized cost assessed for impairment
2,416
1,982
Total investments in stocks
3,458
2,991
Investments in partnerships
Accounted for under the equity method
3,037
2,500
Accounted for under the hypothetical liquidation book value
1,706
1,961
Accounted for under proportional amortization
33,321
23,498
Total investments in partnerships
38,064
27,959
Total other investments
41,522
30,950
The unrealized gain/(loss) for other investments accounted for at fair value that were still held at the reporting period were $10 and $3 at September 30, 2025, and December 31, 2024.
The following table discloses the financial statement impact of tax credit investments for the three month period ended September 30, 2025, and 2024.
Income Tax Credits Recognized During Period (a)
Other Income Tax Benefits (a)
Total Tax Benefits
Investment Amortization Included in Income Tax Expense
Investments and tax credit structures:
Included in proportional amortization
3,702
627
4,329
(3,881
Not included in proportional amortization
(134
September 30, 2024
(7,424
(759
(8,183
7,096
151
(a) Reported in income tax expense on statements of income and reported in net change in other assets on statements of cash flows.
The following table discloses the financial statement impact of tax credit investments for the nine month period ended September 30, 2025, and 2024.
17
(15
(8,251
(984
(9,235
8,021
174
NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
Types of loans and normal collateral securing those loans are listed below.
Commercial real estate: Commercial real estate loans include all loans secured by non-farm, nonresidential properties and by multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.
Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, provide working capital or meet other financing needs of the business. Loans are normally secured by the assets being purchased or already owned by the borrower, inventory or accounts receivable. These may include SBA and other guaranteed or partially guaranteed types of loans.
Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.
Agricultural real estate: Agricultural real estate loans are loans typically secured by farmland.
Agricultural: Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. These loans may be secured by growing crops, stored crops, livestock, equipment, and miscellaneous receivables.
Consumer: Consumer loans may include installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit. These loans are generally secured by consumer assets but may be unsecured.
The following table reconciles the outstanding balance of loans at September 30, 2025, and December 31, 2024.
Net loan balance
4,288,110
3,504,218
Loan origination fees and expenses
(2,548
(848
Merger fair value adjustments
(18,460
(6,300
Hedge fair market value adjustments
(1,196
(1,658
Purchased premium and discounts
2,681
5,404
4,268,587
3,500,816
The following table lists categories of loans at September 30, 2025, and December 31, 2024.
Commercial real estate
2,216,180
1,830,514
Commercial and industrial
907,439
658,865
Residential real estate
590,598
566,766
Agricultural real estate
272,087
267,248
Agricultural
174,517
87,339
Consumer
107,766
90,084
Total loans
Allowance for credit losses
(53,469
(43,267
Net loans
From time to time, the Company has purchased pools of residential real estate loans originated by other financial institutions to hold for investment with the intent to diversify the residential real estate portfolio. During the three and nine months ended September 30, 2025, and 2024, the Company did not purchase any pools of residential loans. As of September 30, 2025, and December 31, 2024, residential real estate loans include $260,184 and $274,922 of purchased residential real estate loans.
The Company occasionally purchases the government guaranteed portion of loans originated by other financial institutions to hold for investment. During the three and nine months ended September 30, 2025, the Company purchased zero and $61,987 in loans guaranteed by governmental agencies. During the three and nine months ended September 30, 2024, the Company purchased $25,145 and $32,248 in loans guaranteed by governmental agencies.
The unamortized purchase accounting discounts related to non-purchase credit deteriorated loans included in the loan totals above are $13,802 with related loans of $773,675 at September 30, 2025, and $4,659 with related loans of $252,309 at December 31, 2024.
Overdraft deposit accounts are reclassified and included in consumer loans above. These accounts totaled $739 at September 30, 2025, and $329 at December 31, 2024.
The following tables present the activity in the allowance for credit losses by class for the three month period ended September 30, 2025, and 2024.
CommercialReal Estate
Commercialand Industrial
ResidentialRealEstate
AgriculturalRealEstate
Allowance for credit losses:
Beginning balance
16,250
13,237
8,542
5,132
1,841
45,270
Provision for credit losses
3,567
2,111
478
(88
(133
293
Initial PCD on Acquired loans
1,857
212
25
407
3,075
Loans charged-off
(232
(828
(27
(29
(2
(316
(1,434
Recoveries
221
Total ending allowance balance
21,454
14,953
9,031
5,433
1,879
53,469
14,492
16,407
8,066
2,254
522
1,746
43,487
737
247
(59
(40
(43
341
43
22
404
(930
(352
(23
(474
(1,780
76
55
196
15,236
15,809
7,720
2,535
1,668
43,490
The following tables present the activity in the allowance for credit losses by class for the nine month period ended September 30, 2025, and 2024.
September 30,2025
14,948
14,005
8,553
3,504
439
1,818
43,267
4,385
1,717
572
1,493
(253
1,055
(482
(1,680
(149
(95
(1,229
(3,691
746
699
30
85
54
235
1,849
13,476
17,954
7,784
1,718
995
1,593
43,520
227
53
495
(774
706
128
306
(19
(2,772
(385
(24
(28
(814
(4,042
38
272
41
23
564
19
The following tables present the recorded investment in loans and the balance in the allowance for credit losses by portfolio and class based on the method to determine allowance for credit loss as of September 30, 2025, and December 31, 2024.
CommercialandIndustrial
Individually evaluated for credit losses
3,132
1,265
1,002
674
548
193
6,814
Collectively evaluated for credit losses
18,322
13,688
8,029
4,759
1,686
46,655
Loan Balance:
25,791
22,188
4,510
7,506
6,828
786
67,609
2,190,389
885,251
586,088
264,581
167,689
106,980
4,200,978
1,053
1,618
1,167
701
147
201
13,895
12,387
7,386
2,803
292
1,617
38,380
7,854
8,593
4,996
5,839
1,740
871
29,893
1,822,660
650,272
561,770
261,409
85,599
89,213
3,470,923
20
The following tables present information related to non-accrual loans at September 30, 2025, and December 31, 2024.
UnpaidPrincipalBalance
RecordedInvestment
Allowance forCredit LossesAllocated
With no related allowance recorded:
4,005
3,957
18,403
17,101
3,620
2,115
1,624
1,291
Subtotal
27,725
24,464
With an allowance recorded:
13,967
12,732
2,007
8,421
4,721
1,228
4,468
4,109
974
1,766
1,240
288
565
538
92
810
770
191
29,997
24,110
4,780
57,722
48,574
3,068
2,490
2,014
31
5,608
5,082
4,719
4,390
1,015
12,424
7,798
1,482
5,260
4,670
1,145
5,594
3,737
697
953
592
73
846
781
187
29,796
21,968
4,599
35,404
27,050
The tables below present average recorded investment and interest income related to non-accrual loans for the three and nine months ended September 30, 2025, and 2024. Interest income recognized in the following table was substantially recognized on the cash basis. The recorded investment in loans excludes accrued interest receivable due to immateriality.
As of and for the Three Months Ended
September 30,2024
Average Recorded Investment
Interest Income Recognized
3,755
3,948
17,134
72
116
273
24,162
190
7,289
13,715
3,892
6,231
8,104
110
4,153
4,683
3,509
3,656
3,186
605
811
687
31,605
21,627
186
55,767
284
28,916
As of and for the Nine Months Ended
3,404
3,660
8,567
197
498
1,978
122
645
136
14,594
371
6,301
9,264
70
3,131
7,123
44
6,501
4,534
5,096
2,930
3,465
2,209
1,590
793
26,853
154
20,470
215
41,447
525
26,771
398
The following table presents the amount of non-accrual interest income written off for the three and nine months ended September 30, 2025, and 2024.
Three Months Ended
Nine Months Ended
89
77
153
144
294
334
857
383
46
148
150
96
463
581
1,213
830
The following tables present the aging of the recorded investment in past due loans as of September 30, 2025, and December 31, 2024, by portfolio and class of loans.
30 - 59DaysPast Due
60 - 89DaysPast Due
GreaterThan90 DaysPastDue Still OnAccrual
Non-accrual
Loans NotPast Due
3,877
2,962
16,689
2,192,652
1,893
865
21,822
882,285
1,975
234
582,936
530
1,742
3,355
266,310
200
665
1,829
171,815
533
129
106,334
8,377
6,455
2,849
4,202,332
3,502
2,030
156
7,458
1,817,368
1,314
644
649,084
2,396
634
559,066
457
312
5,751
260,728
411
80
86,256
666
88,441
8,746
3,896
181
3,460,943
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. The Company uses the following definitions for risk ratings.
Pass: Loans classified as pass include all loans that do not fall under one of the three following categories.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
24
Based on the analysis performed at September 30, 2025, the risk category of loans by type and year of origination is as follows.
2023
2022
2021
Prior
Revolving LoansAmortized Cost
Revolving LoansConverted to Term
Risk rating
Pass
327,883
344,701
182,422
271,350
168,596
304,134
588,187
1,026
2,188,299
Special mention
115
370
1,208
Substandard
1,150
3,816
2,366
3,467
26,673
Doubtful
Total commercial real estate
332,351
345,966
189,880
275,245
170,962
307,971
592,779
178,919
135,606
56,211
59,903
36,182
52,850
345,194
859
865,724
97
11,615
821
12,825
88
8,460
7,732
228
2,196
9,122
647
28,814
Total commercial and industrial
179,007
144,163
75,558
60,395
36,422
55,943
354,445
1,506
41,713
20,486
32,987
37,573
249,958
126,423
76,301
389
585,830
283
396
3,107
45
4,485
Total residential real estate
41,730
20,590
33,383
37,977
250,139
129,813
76,532
434
54,370
46,931
20,911
20,866
12,256
53,907
57,658
265
267,164
131
2,155
421
774
1,434
4,784
Total agricultural real estate
54,378
23,066
21,287
13,030
55,472
24,616
22,573
5,880
2,866
1,772
3,063
112,133
172,918
65
198
280
433
369
1,534
Total agricultural
22,771
6,161
3,096
1,796
3,560
112,502
34,701
10,397
11,608
8,762
3,988
3,791
33,749
106,996
57
210
69
Total consumer
34,711
10,454
11,818
9,009
4,165
3,860
662,202
580,694
310,019
401,320
472,752
544,168
1,213,222
2,554
4,186,931
11,616
1,669
773
14,520
4,583
9,969
18,231
5,459
3,750
10,706
13,670
692
67,060
666,793
590,875
339,866
407,009
476,514
556,619
1,227,665
3,246
Based on the analysis performed at December 31, 2024, the risk category of loans by type and year of origination is as follows.
2020
332,078
191,947
337,048
162,180
148,732
166,614
474,324
855
1,813,778
331
103
378
497
1,309
795
459
3,693
3,499
365
6,277
339
15,427
333,204
192,406
340,844
165,679
149,097
173,269
475,160
114,421
78,335
69,294
32,227
53,119
16,902
261,227
994
626,519
160
870
8,256
8,189
315
274
1,113
1,592
10,563
667
30,969
122,798
86,524
69,769
32,519
54,232
19,441
271,921
1,661
25,981
33,933
35,687
260,180
7,622
130,242
66,981
561,198
300
372
195
253
403
3,370
807
5,196
34,128
35,940
260,583
7,745
133,912
67,860
52,369
16,936
24,551
11,468
20,508
36,834
95,410
277
258,353
1,541
138
595
2,425
2,054
56
571
3,659
6,470
53,910
18,990
24,758
12,039
20,584
40,631
96,059
15,428
4,045
5,364
2,576
3,674
1,308
53,757
49
86,201
32
185
36
1,106
15,473
4,230
5,383
2,850
1,376
53,900
35,412
17,503
14,157
5,765
2,732
2,724
11,007
89,300
289
784
35,425
17,737
14,446
5,935
2,775
2,759
575,689
342,699
486,101
474,396
236,387
354,624
962,706
2,747
3,435,349
1,993
414
1,295
5,438
9,109
11,316
4,625
5,191
2,124
11,906
712
59,952
586,791
354,015
491,140
479,605
238,511
371,388
975,907
3,459
The following table discloses the charge-off and recovery activity by loan type and year of origination for the nine month period ending September 30, 2025.
Gross charge-offs
(241
(49
(187
Gross recoveries
199
545
Net charge-offs
(42
(47
358
264
(69
(198
(1,278
(53
98
381
119
(186
58
(897
66
(981
(112
(119
(16
28
(11
(66
(31
(41
(177
(154
(207
(314
(223
90
(171
(142
(172
(68
(55
(994
(238
(422
(648
(179
(1,906
(121
375
1,143
(215
(367
(763
(1,842
The following table discloses the charge-off and recovery activity by loan type and year of origination for the nine month period ending September 30, 2024.
(17
(360
(194
(770
(1,293
125
(235
(111
(174
(714
(1,236
(2,500
(337
(21
(25
(344
(12
(8
(5
(82
(158
(145
42
83
(129
(75
(188
(116
(640
(115
(957
(297
(237
(936
184
205
(125
(108
(773
(240
(208
(731
(1,294
(3,478
Modifications to Debtors Experiencing Financial Difficulty
The following table presents the amortized cost basis of loans at September 30, 2025, and 2024, that were both experiencing financial difficulty and modified during the three months ended September 30, 2025, and 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
Payment Delay
Term Extension
Combination Payment Delay and Term Extension
Total Modifications
Total Class of Financing Receivable
675
874
%
137
684
0.09
0.00
812
883
1,695
443
9,635
10,108
0.53
1,070
858
1,928
0.74
1,175
1,895
2.12
2,688
11,213
13,931
0.39
The following table presents the amortized cost basis of loans at September 30, 2025, and 2024, that were both experiencing financial difficulty and modified during the nine months ended September 30, 2025, and 2024, by class and by type of modification.
766
608
1,374
0.06
721
881
0.10
242
0.14
1,168
1,329
2,497
947
10,229
11,176
0.58
3,631
2,059
5,690
0.85
1,454
2,312
0.89
5,635
11,807
21,073
0.59
At September 30, 2025, and 2024, there were $2 and $1,813 in commitments to lend additional amounts on these loans.
At modification date, the Company considers loans modified to borrowers in financial distress as loans that do not share similar risk characteristics with collectively evaluated loans at modification date for the purposes of calculating the allowance for credit losses. These loans will be evaluated for credit losses based on either discounted cash flows or the fair value of collateral at modification date; however, subsequent to the modification date these loans will be evaluated for credit losses as part of the collectively evaluated pools after a period of ongoing performance under the terms of the modified loan.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified during the twelve months ended September 30, 2025, and 2024.
30 - 59 Days Past Due
60 - 89 Days Past Due
Greater Than 89 days Past Due
Total Past Due
48
337
579
643
679
145
824
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended September 30, 2025, and 2024.
Principal Forgiveness
Weighted Average Interest Rate Reduction
Weighted Average Term Extension in Years
0.16
0.18
0.31
6.18
0.27
0.77
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the nine months ended September 30, 2025, and 2024.
0.63
0.19
Weighted Average Term Extension
0.84
5.29
0.75
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit loss expense recognized within other non-interest expense on the consolidated statements of income and included in other liabilities on the consolidated balance sheets. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the class of loan the commitments would be classified as if funded.
The following table lists allowance for credit losses on off-balance-sheet credit exposures as of September 30, 2025, and December 31, 2024.
Allowance forCredit Losses
240
188
818
1,170
Total allowance for credit losses
1,137
1,442
NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to interest-rate risk primarily from the effect of interest rate changes on its interest-earning assets and its sources of funding these assets. The Company will periodically enter into interest rate swaps or interest rate caps/floors to manage certain interest rate risk exposure.
Interest Rate Swaps Designated as Fair Value Hedges
The Company periodically enters into interest rate swaps to hedge the fair value of certain commercial real estate loans. These transactions are designated as fair value hedges. In this type of transaction, the Company typically receives from the counterparty a variable-rate cash flow based on the one-month LIBOR or one-month SOFR plus a spread to the index and pays a fixed-rate cash flow equal to the customer loan rate. At September 30, 2025, the portfolio of interest rate swaps had a weighted average maturity of 5.14 years, a weighted average pay rate of 4.60% and a weighted average rate received of 7.47%. At December 31, 2024, the portfolio of interest rate swaps had a weighted average maturity of 5.9 years, a weighted average pay rate of 4.60% and a weighted average rate received of 7.70%.
Interest Rate Swaps Designated as Cash Flow Hedges
The Company has entered into cash flow hedges to hedge future cash flows related to subordinated debt and Federal Home Loan Bank advances interest expense and adjustable rate loans interest income. These agreements are designated as cash flow hedges and are marked to market through other comprehensive income.
The following table lists the cash flow hedges at September 30, 2025, and December 31, 2024.
Weighted AverageMaturity in Years
Weighted Average Pay Rate
Weighted Average Rate Received
Subordinated debt hedges
10.0
2.81
6.38
10.7
7.01
Variable rate FHLB advance hedges
0.5
3.59
4.38
1.2
3.58
4.42
Prime based receivable loan hedges
Total cash flow hedges
1.1
3.53
4.52
1.9
3.54
4.60
Stand-Alone Derivatives
The Company periodically enters into interest rate swaps with our borrowers and simultaneously enters into swaps with a counterparty with offsetting terms for the purpose of providing our borrowers long-term fixed rate loans, in addition to stand alone interest-rate swaps designed to offset the economic impact of fixed rate loans. Neither swap is designated as a hedge, and both are marked to market through earnings. At September 30, 2025, this portfolio of interest rate swaps had a weighted average maturity of 5.42 years, weighted average pay rate of 7.19% and a weighted average rate received of 7.22%. At December 31, 2024, this portfolio of interest rate swaps had a weighted average maturity of 5.6 years, weighted average pay rate of 6.72% and weighted average rate received of 6.85%.
Reconciliation of Derivative Fair Values and Gains/(Losses)
The notional amount of a derivative contract is a factor in determining periodic interest payments or cash flows received or paid. The notional amount of derivatives serves as a level of involvement in various types of derivatives. The notional amount does not represent the Company’s overall exposure to credit or market risk, generally, the exposure is significantly smaller.
The following table shows the notional balances and fair values (including net accrued interest) of the derivatives outstanding by derivative type at September 30, 2025, and December 31, 2024.
NotionalAmount
DerivativeAssets
DerivativeLiabilities
Derivatives designated as hedging instruments:
Interest rate swaps
13,703
14,503
1,465
Derivatives designated as cash flow hedges:
107,500
1,948
2,753
Total derivatives designated as hedging relationships
121,203
2,949
122,003
4,218
Derivatives not designated as hedging instruments:
188,707
2,897
2,769
143,831
3,837
3,546
Total derivatives not designated as hedging instruments
309,910
5,846
265,834
8,055
Cash collateral
3,580
7,270
Netting adjustments
(3,595
(7,173
Net amount presented in Balance Sheet
2,251
2,754
3,643
The table below lists designated and qualifying hedged items in fair value hedges at September 30, 2025, and December 31, 2024.
Carrying Amount
Hedging Fair Value Adjustment
Fair Value Adjustments on Discontinued Hedges
Commercial real estate loans
14,474
(1,197
(365
14,985
(399
The Company reports hedging derivative gains (losses) as adjustments to loan interest income and loan interest expense along with the related net interest settlements. The non-hedging derivative gains (losses) and related net interest settlements for economic derivatives are reported in other income. For the three and nine month periods ended September 30, 2025, and 2024, the Company recorded net gains (losses) on derivatives and hedging activities as shown in the table below.
Total net gain (loss) related to derivatives designated as hedging instruments
Total net gain (loss) related to derivatives designated as cash flow hedges
Total net gains (losses) related to hedging relationships
Economic hedges:
82
(114
510
105
Total net gains (losses) related to derivatives not designated as hedging instruments
Net gains (losses) on derivatives and hedging activities
87
(104
529
33
The following tables show the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the three month periods ended September 30, 2025, and 2024.
Gain/(Loss)on Derivatives
Gain/(Loss)on HedgedItems
Net Fair ValueHedgeGain/(Loss)
Effect ofDerivatives onNet InterestIncome
(91
113
(447
246
The following tables show the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the nine month periods ended September 30, 2025, and 2024.
(409
428
(335
351
The following tables show the recorded net gains or (losses) on derivatives and the related hedged items in cash flow hedging relationships and the impact of those derivatives on the Company's net interest income for the three month periods ended September 30, 2025, and 2024.
34
Gain/(Loss)onDerivatives
Gain/(Loss)Recorded in Accumulated Other Comprehensive Income
Prime based loan receivable hedges
FHLB advance hedges
(162
(122
Subordinated note hedges
(67
(51
67
(173
255
(1,740
(1,323
430
(373
(277
(1,600
516
The following tables show the recorded net gains or (losses) on derivatives and the related hedged items in cash flow hedging relationships and the impact of those derivatives on the Company's net interest income for the nine month periods ended September 30, 2025, and 2024.
(464
(353
559
(333
(243
202
(596
761
1,159
876
(1,267
(771
(582
1,304
(131
163
298
NOTE 5 – OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
Changes in other real estate owned and other repossessed assets for the three months ended September 30, 2025 and 2024 were as follows.
Other Real Estate Owned
Other Repossessed Assets
Beginning of period
4,621
4,808
Transfers in
Net (loss) gain on sales
(711
(693
Proceeds from sales
(1,110
(377
(1,487
3,175
3,374
Additions to valuation reserve
Capitalized cost
Recorded investment
3,346
2,989
461
3,450
568
295
863
8,444
(8,507
(480
(8,987
3,528
3,770
(742
2,786
3,028
Changes in other real estate owned and other repossessed assets for the nine months ended September 30, 2025 and 2024 were as follows.
4,811
9,584
1,430
(703
(651
(1,566
(5,423
(6,989
1,833
2,213
2,491
3,124
8,688
8,636
(9,397
(719
(10,116
3,615
(829
Expenses related to other real estate owned and other repossessed assets for the three months ended September 30, 2025 and 2024 were as follows.
Net loss (gain) on sales
711
(18
693
Gain on initial valuation of collateral
Provision for unrealized losses
Operating expenses, net of rental income
39
37
778
(8,478
(8,444
(13
742
(7,719
Expenses related to other real estate owned and other repossessed assets for the nine months ended September 30, 2025 and 2024 were as follows.
703
651
162
322
891
(8,688
(8,636
829
165
(7,786
The balance of other real estate owned includes $782 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property at September 30, 2025, and $134 at December 31, 2024. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $576 at September 30, 2025, and $553 at December 31, 2024. At September 30, 2025 and December 31 ,2024, included in the other real estate owned balance is $2,141 related to closed bank locations transferred from premises and equipment.
NOTE 6 – LEASE OBLIGATIONS
Right-of-use asset and lease obligations by type of property for the periods ended September 30, 2025, and December 31, 2024, are listed below.
Right-of-UseAsset
Lease Liability
WeightedAverageLease Termin Years
WeightedAverageDiscountRate
Operating Leases
Land and building leases
3,470
3,472
12.6
3.29
Total operating leases
3,600
3,601
12.5
Operating lease costs for the three and nine months ended September 30, 2025, and 2024, are listed below.
Operating lease cost
Short-term lease cost
Variable lease cost
Total operating lease cost
178
524
496
There were no sale and leaseback transactions, leverage leases, lease transactions with related parties or leases that had not yet commenced during the three or nine month periods ended September 30, 2025.
A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is listed below.
Lease Payments
Due in one year or less
535
Due after one year through two years
Due after two years through three years
452
Due after three years through four years
Due after four years through five years
285
Thereafter
2,094
Total undiscounted cash flows
4,288
Discount on cash flows
(816
Total operating lease liability
NOTE 7 – BORROWINGS
Federal funds purchased and retail repurchase agreements as of September 30, 2025, and December 31, 2024, are listed below.
December 31,2024
Federal funds purchased
Securities sold under agreements to repurchase (retail repurchase agreements) consist of obligations of the Company to other parties. The obligations are secured by residential mortgage-backed securities held by the Company with a fair value of $43,548 and $45,249 at September 30, 2025, and December 31, 2024. The agreements are on a day-to-day basis and can be terminated on demand.
The following table presents the borrowing usage and interest rate information for federal funds purchased and retail repurchase agreements at September 30, 2025, and December 31, 2024.
Average daily balance during the period
40,472
39,791
Average interest rate during the period
1.86
1.89
Maximum month-end balance year-to-date
47,312
Weighted average interest rate at period-end
1.51
1.74
Federal Home Loan Bank advances include both draws against the Company’s line of credit and fixed rate term advances. Federal Home Loan Bank advances as of September 30, 2025, and December 31, 2024, are as follows.
Weighted Average Rate
Federal Home Loan Bank line of credit advances
241,378
4.33
78,073
4.57
Federal Home Loan Bank fixed-rate term advances
100,000
4.28
4.50
Total Federal Home Loan Bank advances
4.32
4.53
At September 30, 2025, and December 31, 2024, the Company had un-disbursed advance commitments (letters of credit) with the Federal Home Loan Bank of $75,605 and $118,326. These letters of credit were obtained in lieu of pledging securities to secure public fund deposits that are over the FDIC insurance limit.
The advances, Mortgage Partnership Finance credit enhancement obligations and letters of credit were collateralized by certain qualifying loans of $793,999 at September 30, 2025, and qualifying loans of $885,128 and securities of $79,417 for a total of $964,545 at December 31, 2024. Based on this collateral and the Company’s holdings of Federal Home Loan Bank stock, the Company was eligible to borrow an additional $376,112 and $667,092 at September 30, 2025, and December 31, 2024.
At September 30, 2025, and December 31, 2024, the Company had a borrowing capacity of $709,618 and $648,183, for which the Company has pledged loans with an outstanding balance of $892,086 at September 30, 2025 and pledged loans with an outstanding balance of $852,957 and securities with a fair value of $9,070 at December 31, 2024. The Company had no outstanding borrowings at September 30, 2025.
Bank stock loan
The Company entered into an agreement with an unaffiliated financial institution and is secured by the Company’s stock in Equity Bank. The loan was renewed on February 10, 2023, with a new maturity date of February 10, 2024. With this renewal, the maximum borrowing amount remained at $25,000. Each note will bear interest at the greater of a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.25%. Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five-year term of each separate note. The Company is also required to pay an unused commitment fee in an amount equal to 20 basis points per annum on the unused portion of the maximum borrowing facility due on the maturity date of the renewal.
The loan was renewed and amended on February 10, 2024, with the same terms as the previous renewal and a new maturity date of February 10, 2025.
The loan was renewed and amended on February 10, 2025, with the same terms as the previous renewal and a new maturity date of February 10, 2026.
There were no outstanding principal balances on the bank stock loan at September 30, 2025, and December 31, 2024.
The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants. In the event of default, the lender has the option to declare all outstanding balances immediately due. The Company believes it is in compliance with the terms of the borrowing facility and has not been otherwise notified of noncompliance.
Subordinated debt as of September 30, 2025, and December 31, 2024, are listed below.
Subordinated debentures
24,216
23,946
Subordinated notes
73,958
73,531
In conjunction with prior acquisitions, the Company assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by the Company. These subordinated debentures have the same terms as the trust preferred securities issued by the special purpose unconsolidated subsidiaries.
FCB Capital Trust II (“CTII”): The trust preferred securities issued by CTII were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 2.00%; however on July 12, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 2.00 % on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on April 15, 2035, or upon earlier redemption.
FCB Capital Trust III (“CTIII”): The trust preferred securities issued by CTIII were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 1.89%; however on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 1.89% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on June 15, 2037, or upon earlier redemption.
Community First (AR) Statutory Trust I (“CFSTI”): The trust preferred securities issued by CFSTI were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 3.25%; however on September 26, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 3.25% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on December 26, 2032, or upon earlier redemption.
American State Bank Statutory Trust I (“ASBSTI”): The trust preferred securities issued by ASBSTI were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 1.80%; however on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 1.80% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on September 15, 2035, or upon earlier redemption.
Subordinated debentures as of September 30, 2025, and December 31, 2024, are listed below.
Weighted Average Term in Years
CTII subordinated debentures
10,310
6.58
9.5
CTIII subordinated debentures
5,155
6.19
11.7
CFSTI subordinated debentures
7.51
7.2
ASBSTI subordinated debentures
6.10
Total contractual balance
28,352
Fair market value adjustments
(4,136
Total subordinated debentures
40
6.92
10.3
6.51
7.84
8.0
6.42
(4,406
On June 29, 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $42,000 in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated notes due 2030. The notes were issued under an Indenture, dated as of June 29, 2020 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The notes will mature on June 30, 2030. From June 29, 2020, through June 29, 2025, the Company will pay interest on the notes semi-annually in arrears on June 30 and December 30 of each year, commencing on December 30, 2020, at a fixed interest rate of 7.00%. Beginning June 30, 2025, the notes convert to a floating interest rate, to be reset quarterly, equal to the then-current Three-Month Term SOFR, as defined in the Indenture, plus 688 basis points. Interest payments during the floating-rate period will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2025. On July 23, 2020, the Company closed on an additional $33,000 of subordinated notes with the same terms as the June 29, 2020 issue.
On June 30, 2025 the Company executed an early redemption on the subordinated note above. The Company realized a loss of $1,361 from the write off of debt issue costs from the debt extinguishment.
On July 17, 2025, the Company entered into new Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $75,000 in aggregate principal amount of its 7.125% Fixed-to-Floating Rate Subordinated notes due 2035. The notes were issued under an Indenture, dated as of June 17, 2025 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The notes will mature on August 1, 2035. From July 17, 2025, through August 1, 2030, the Company will pay interest on the notes semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026, at a fixed interest rate of 7.125%. Beginning August 1, 2030 the notes convert to a floating interest rate, to be reset quarterly, equal to the then-current Three-Month Term SOFR, as defined in the Indenture, plus 349 basis points for each quarterly interest period during the floating rate period. Interest payments during the floating-rate period will be paid quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2030.
Subordinated notes as of September 30, 2025, are listed below.
7.13
9.9
Total principal outstanding
Debt issuance cost
(1,042
Total subordinated notes
Subordinated notes as of December 31, 2024, are listed below.
7.00
5.5
(1,469
Future principal repayments
Future principal repayments of the September 30, 2025 outstanding balances are as follows.
Retail Repurchase Agreements
FHLB Advances
Subordinated Debentures
Subordinated Notes
383,598
103,352
486,950
NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company’s articles of incorporation provide for the issuance of shares of preferred stock. At September 30, 2025, and December 31, 2024, there was no preferred stock outstanding.
The Company’s articles of incorporation provide for the issuance of 45,000,000 shares of Class A voting common stock (“Class A common stock”) and 5,000,000 shares of Class B non-voting common stock (“Class B common stock”), both of which have a par value of $0.01 per share.
The following table presents shares that were issued, held in treasury or were outstanding at September 30, 2025, and December 31, 2024.
Class A common stock – issued
24,682,651
22,807,163
Class A common stock – held in treasury
(5,562,769
(5,379,537
Class A common stock – outstanding
Class B common stock – issued
234,903
Class B common stock – held in treasury
(234,903
Class B common stock – outstanding
Treasury stock is stated at cost, determined by the first-in first-out method.
In 2019, the Company’s Board of Directors adopted the Equity Bancshares, Inc. 2019 Employee Stock Purchase Plan (“ESPP”). The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each offering period. ESPP compensation expense of $36 and $121 was recorded for the three and nine months ended September 30, 2025. ESPP compensation expense of $25 and $94 was recorded for the three and nine months ended September 30, 2024. The following table presents the offering periods and costs associated with this program during the reporting period.
Offering Period
Shares Purchased
Cost Per Share
Compensation Expense
August 15, 2023 to February 14, 2024
16,884
21.79
February 15, 2024 to August 14, 2024
28.52
August 15, 2024 to February 14, 2025
13,921
32.05
February 15, 2025 to August 14, 2025
33.69
In July of 2023, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock, from time to time, beginning on October 1, 2023, and concluding on September 30, 2024. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time without notice. Under this program, during the years ended December 2023 and
2024, the Company repurchased a total of 362,573 shares of the Company’s outstanding common stock at an average price paid of $32.71 per share. At September 30, 2024, there are 637,427 shares remaining under the program that expired on September 30, 2024.
In September of 2024, the Company’s Board of Directors approved a share repurchase plan for up to 1,000,000 shares of outstanding common stock beginning on October 1, 2024, and concluding on September 30, 2025. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received October 7, 2024. Under this program, during the nine months ended September 30, 2025, the Company repurchased a total of 175,732 shares of the Company's outstanding common stock at an average price paid of $37.14 per share. At September 30, 2025, there are 816,768 shares remaining for repurchase under the program that expired on September 30, 2025.
In September of 2025, the Company’s Board of Directors approved a share repurchase plan for up to 1,000,000 shares of outstanding common stock beginning on October 1, 2025, and concluding on September 30, 2026. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received September 23, 2025.
At September 30, 2025, and December 31, 2024, accumulated other comprehensive income (loss) consisted of (i) the after-tax effect of unrealized gains (losses) on available-for-sale securities and (ii) unrealized gains (losses) on cash flow hedges.
Components of accumulated other comprehensive income as of September 30, 2025, and December 31, 2024, are listed below.
Available-for-SaleSecurities
Cash Flow Hedges
AccumulatedOtherComprehensiveIncome (Loss)
Net unrealized or unamortized gains (losses)
4,934
1,276
6,210
(1,193
(1,490
3,741
979
(74,797
2,073
(72,724
18,041
(498
17,543
(56,756
1,575
NOTE 9 – REGULATORY MATTERS
Banks and bank holding companies (on a consolidated basis) are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The Basel III rules require banks to maintain a Common Equity Tier 1 capital ratio of 6.5%, a total Tier 1 capital ratio of 8%, a total capital ratio of 10% and a leverage ratio of 5% to be deemed “well capitalized” for purposes of certain rules and prompt corrective action requirements. The risk-based ratios include a “capital conservation buffer” of 2.5% which can limit certain activities of an institution, including payment of dividends, share repurchases and discretionary bonuses to executive officers, if its capital level is below the buffer amount. Management believes as of September 30, 2025, the Company and Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.
As of September 30, 2025, the most recent notifications from the federal regulatory agencies categorized Equity Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank
must maintain minimum regulatory capital ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.
The Company’s and Equity Bank’s capital amounts and ratios at September 30, 2025, and December 31, 2024, are presented in the table below. Ratios provided for Equity Bancshares, Inc. represent the ratios of the Company on a consolidated basis.
Actual
Minimum Required forCapital Adequacy Under Basel III
To Be WellCapitalized UnderPrompt CorrectiveProvisions
Ratio
Total capital to risk weighted assets
Equity Bancshares, Inc.
755,613
16.09
493,161
10.50
N/A
Equity Bank
669,723
14.28
492,347
468,902
10.00
Tier 1 capital to risk weighted assets
627,249
13.35
399,225
8.50
615,317
13.12
398,567
375,122
8.00
Common equity Tier 1 capital to risk weighted assets
603,033
12.84
328,774
328,231
304,786
6.50
Tier 1 leverage to average assets
10.41
241,012
4.00
10.27
239,654
299,567
5.00
720,736
18.07
418,716
607,579
15.27
417,722
397,830
602,496
15.11
338,961
562,870
14.15
338,156
318,264
578,550
14.51
279,144
278,481
258,590
11.67
206,442
10.93
206,000
257,500
Equity Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.
NOTE 10 – EARNINGS PER SHARE
The following table presents earnings per share for the three and nine months ended September 2025, and 2024.
Basic:
Net income (loss) allocable to common stockholders
Weighted average common shares outstanding
19,128,561
15,258,704
18,048,436
15,307,627
Weighted average vested restricted stock units
1,165
3,252
3,261
Weighted average shares
19,129,726
15,258,822
18,051,688
15,310,888
Basic earnings (loss) per common share
Diluted:
Weighted average common shares outstanding for:
Basic earnings per common share
Dilutive effects of the assumed exercise of stock options
77,192
56,234
63,709
Dilutive effects of the assumed vesting of restricted stock units
114,197
92,424
92,086
Dilutive effects of the assumed exercise of ESPP purchases
1,334
1,370
1,247
Average shares and dilutive potential common shares
15,451,545
18,201,716
15,467,930
Diluted earnings (loss) per common share
Below are the dilutive shares not included above due to the net loss in the period.
59,583
108,114
960
Total dilutive shares
168,657
Average shares not included in the computation of diluted earnings per share because they were antidilutive are shown in the following table as of September 30, 2025, and 2024.
Stock options
222,809
288,583
230,594
152,824
Restricted stock units
38,136
70,194
4,916
Total antidilutive shares
260,945
288,731
300,788
157,740
NOTE 11 – FAIR VALUE
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels of inputs that may be used to measure fair values are defined as follows.
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Level 1 inputs are considered to be the most transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (Level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. Although, in some instances, third party price indications may be available, limited trading activity can challenge the implied value of those quotations.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the hierarchy.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The fair values of securities available-for-sale and equity securities with readily determinable fair value are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as Level 1. For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities, generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The Company’s available-for-sale securities, including U.S. Government sponsored entity securities, residential mortgage-backed securities (all of which are issued or guaranteed by government sponsored agencies), private-label residential mortgage-backed securities, corporate securities, Small Business Administration securities, and State and Political Subdivision securities are classified as Level 2.
The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate yield curves (Level 2 inputs) adjusted for credit risk attributable to the seller of the interest rate derivative. Cash collateral received from or delivered to a derivative counterparty is classified as Level 1.
Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables as of September 30, 2025, and December 31, 2024.
(Level 1)
(Level 2)
(Level 3)
Assets:
Available-for-sale securities:
Derivative assets:
Derivative assets (included in other assets)
Cash collateral held by counterparty and netting adjustments
Total derivative assets
Other assets:
Equity securities with readily determinable fair value
Total other assets
40,728
866,423
Liabilities:
Derivative liabilities:
Derivative liabilities (included in other liabilities)
Total derivative liabilities
Government-sponsored residential mortgage- backed securities
1,031
80,421
925,947
There were no material transfers between levels during the nine months ended September 30, 2025, or the year ended December 31, 2024. The Company’s policy is to recognize transfers into or out of a level as of the end of a reporting period.
Fair Value of Assets and Liabilities Measured on a Non-recurring Basis
Certain assets are measured at fair value on a non-recurring basis when there is evidence of loans individually assessed for credit losses. The fair value of loans individually assessed for credit losses with specific allowance for credit losses are generally based on recent real estate appraisals of the collateral. Declines in the fair values of other real estate owned, subsequent to their initial acquisitions, are also based on recent real estate appraisals less estimated selling costs.
Real estate appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments made to real estate appraisals and other loan valuations are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Assets measured at fair value on a non-recurring basis are summarized below as of September 30, 2025, and December 31, 2024.
Loans individually evaluated for credit losses:
10,725
3,493
3,135
952
1,025
Other real estate owned:
2,173
3,375
6,316
3,525
3,040
The Company did not record any liabilities for which the fair value was measured on a non-recurring basis at September 30, 2025, or December 31, 2024.
Valuations of individually evaluated loans and other real estate owned utilize third party appraisals or broker price opinions and were classified as Level 3 due to the significant judgment involved. Appraisals may include the utilization of unobservable inputs, subjective factors and utilize quantitative data to estimate fair market value.
The following table presents additional information about the unobservable inputs used in the fair value measurement of financial assets measured on a nonrecurring basis that were categorized with Level 3 of the fair value hierarchy as of September 30, 2025, and December 31, 2024.
ValuationTechnique
UnobservableInput
Range(weighted average) or Multiple of Earnings
Individually evaluated real estate loans
19,330
SalesComparisonApproach
Adjustments fordifferences betweencomparable sales
9% - 30% (20%)
Individually evaluated other real estate owned
2,198
4% - 15% (9%)
17,369
5% - 44% (24%)
3% - 13% (8%)
Carrying amount and estimated fair values of financial instruments at period end were as follows for September 30, 2025, and December 31, 2024.
CarryingAmount
EstimatedFair Value
Financial assets:
860,577
Loans, net of allowance for credit losses
4,193,542
4,192,924
Derivative assets
Cash collateral held by derivative counterparty and netting adjustments
5,896,003
5,874,562
740,138
940,882
Financial liabilities:
5,091,245
Interest payable
6,807
Derivative liabilities
5,602,766
5,599,242
5,599,257
50
917,892
3,405,767
4,910,182
4,858,397
464,168
988,462
4,370,728
73,156
5,032
4,708,327
4,703,891
4,703,794
The fair value of off-balance-sheet items is not considered material.
NOTE 12 – COMMITMENTS AND CREDIT RISK
The Company extends credit for commercial real estate mortgages, residential mortgages, working capital financing and loans to businesses and consumers.
Commitments to Originate Loans and Available Lines of Credit
Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.
The contractual amounts of commitments to originate loans and available lines of credit as of September 30, 2025, and December 31, 2024, were as follows.
51
FixedRate
VariableRate
Commitments to make loans
39,584
313,401
28,758
389,370
Mortgage loans in the process of origination
3,015
3,879
1,345
2,252
Unused lines of credit
165,133
419,748
162,753
377,091
At September 30, 2025, the fixed rate loan commitments have interest rates ranging from 3.95% to 9.75% and maturities ranging from 1 month to 69 months.
Standby Letters of Credit
Standby letters of credit are irrevocable commitments issued by the Company to guarantee the performance of a customer to .a third party once specified pre-conditions are met. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.
The contractual amounts of standby letters of credit as of September 30, 2025, and December 31, 2024, were as follows.
Standby letters of credit
15,816
31,961
15,081
27,715
NOTE 13 – LEGAL MATTERS
The Company is party to various matters of litigation in the ordinary course of business. The Company periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition, results of operations or cash flows. A loss contingency is recorded when the outcome is probable and reasonably able to be estimated. Any loss contingency described below has been identified by the Company as reasonably possible to result in an unfavorable outcome for the Company or the Bank.
Equity Bank is party to a lawsuit filed on January 28, 2022, in the Sedgwick County Kansas District Court on behalf of one of our customers, alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claim asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 2, 2022, in Jackson County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 28, 2023, in Saline County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
NOTE 14 – REVENUE RECOGNITION
The majority of the Company’s revenues come from interest income on financial instruments, including loans, leases, securities and derivatives, which are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented with non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include service charges and fees on deposits, debit card income, investment referral income, insurance sales commissions and other non-interest income related to loans and deposits.
Except for gains or losses from the sale of other real estate owned, all of the Company’s revenue from contracts with customers within the scope of ASC 606 are recognized in non-interest income. The following table presents the Company’s sources of non-interest income for the three and nine months ended September 30, 2025, and 2024.
Mortgage banking(a)
Increase in bank-owned life insurance(a)
Net gain (loss) on acquisitions(a)
Net gain (loss) from securities transactions(a)
Investment referral income
175
109
395
Trust income
504
412
1,427
1,115
Insurance sales commissions
166
386
309
Recovery on zero-basis purchased loans(a)
4,378
Income (loss) from equity method investments(a)
(87
Other non-interest income related to loans and deposits
1,079
856
3,373
2,969
Other non-interest income not related to loans and deposits(a)
(496
Total other non-interest income
(a) Not within the scope of ASC 606.
NOTE 15 – BUSINESS COMBINATIONS AND BRANCH SALES
At close of business on July 2, 2025, the Company acquired 100% of the outstanding common shares of NBC Corp. of Oklahoma ("NBC"). NBC is the parent company of NBC Oklahoma, which has seven branch locations in Oklahoma City, Altus, Kingfisher and Enid, as well as a loan production office in Alva. Results of operations of NBC were included in the Company's results of operations beginning of July 2, 2025. Acquisition-related costs associated with this acquisition were $6,490 ($5,127 on an after-tax basis) and are included in merger expense in the Company's income statement for the nine months ended September 30, 2025.
Information necessary to recognize the fair value of assets acquired and liabilities assumed is currently still ongoing. The acquisition was an expansion of the Company's current footprint in Oklahoma with the addition of seven branch locations throughout the state.
The following table summarizes the amounts of assets acquired and liabilities assumed by NBC on July 2, 2025.
Fair value of consideration:
Cash
15,267
84,130
Recognized amounts of identifiable assets acquired and
liabilities assumed:
165,698
Interest bearing time deposits in other banks
566
17,038
Loans
661,513
Premises and equipment
12,939
11,860
Core deposit intangible
11,168
14,440
Total assets acquired
895,222
806,007
3,534
Federal Home Loan Advances
4,542
21,482
Total liabilities assumed
Total identifiable net assets
59,657
24,473
The following tables reconcile the par value of NBC loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par and an addition to the ACL. The addition to ACL is based on the application of management’s CECL methodology to the individual loans.
Non-Purchase Credit Deteriorated Loans
Loan Par Value
Fair Value Marks
Purchase Price
324,056
(7,624
316,432
189,320
(1,901
187,419
26,033
(652
25,381
37,279
(1,012
36,267
67,071
(118
66,953
3,761
3,736
Total non-PCD loans
647,520
(11,332
636,188
Purchase Credit Deteriorated Loans
Discounts from Other Factors Excluding ACL
Credit Marksin ACL
18,305
(2,088
(1,857
14,360
2,951
(832
(212
1,907
4,739
(663
(408
3,668
6,521
(784
(574
5,163
Total PCD loans
32,808
(4,407
(3,076
25,325
Total Purchased Loans
Assuming the NBC acquisition would have taken place on January 1, 2024, total combined revenue would have been $156,259 for the nine months ended September 30, 2025, and $224,984 for the year ended December 31, 2024. Net income would have been $(6,365) at September 30, 2025, and $67,082 at December 31, 2024. The pro forma amounts disclosed exclude merger expense from non-interest expense, which is considered a non-recurring adjustment. Separate revenue and earnings of the former NBC locations are not available following the acquisition.
NOTE 16 – SEGMENT REPORTING
Equity Bancshares, Inc. is a financial holding company, whose principal activity is the ownership and management of its wholly-owned subsidiaries, including Equity Bank (“Equity Bank”). As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’s only operating segment for financial reporting purposes.
The Company’s chief operating decision maker is comprised of the executive leadership team. For Equity Bancshares Inc., the executive leadership team uses gross profit and profit or loss from operations before interest and income taxes to allocate resources for in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the operating segment. For Equity Bank, the executive leadership team uses net-interest income and non-interest income to allocate resources (including employees, financial, or capital resources) to that segment in the annual budget and forecasting process and uses that measure as a basis for evaluating lending terms for customer loans.
The following tables present information about reported segment revenue, measures of a segment’s profit or loss, significant segment expenses, and measure of a segment’s assets for the three months and nine months ended September 30, 2025, and 2024. The Company does not allocate all holding company expenses, income taxes or unusual items to the reportable segment. The following tables present the reconciliations of reportable segment revenues and measures of profit or loss and line item reconciliation to the Company’s consolidated financial statement totals.
Unallocated Holding
Company
Amounts
Eliminations
Nine Months Ended September 30, 2025
239,792
72,017
5,373
167,775
(5,196
158,806
5,807
13,241
(13,239
(a)
(25,562
62,319
15,019
3,841
717
Other real estate owned
993
4,997
1,587
10,791
(537
Intersegment service charges
(1,125
1,125
123,720
4,413
9,524
3,632
(2,482
1,757
Total segment profit/(loss)
12,006
1,875
(a) Elimination of equity in earnings of subsidiary
Nine Months Ended September 30, 2024
221,427
437
79,404
5,771
142,023
(5,334
139,575
(72
42,825
(42,825
29,712
54,292
126
4,148
509
838
(8,496
3,893
10,042
(147
(1,065
1,065
112,725
(6,374
56,562
44,159
14,467
(2,206
42,095
46,365
Three Months Ended September 30, 2025
91,040
26,978
1,635
64,062
(1,577
57,834
1,941
(22,634
22,636
(44,481
22,731
4,880
1,546
124
794
-
4,797
1,366
3,275
(226
(375
47,391
1,691
(34,038
(25,902
(10,938
3,297
(23,100
(29,199
Three Months Ended September 30, 2024
74,878
27,007
1,927
47,871
(1,840
46,688
12,737
(12,737
18,455
179
615
3,442
38,077
(7,749
17,928
18,646
5,205
(1,219
12,723
19,865
For the Nine Months Ended September 30,
Administrative Adjustments
4,513
135
4,648
3,997
4,132
Amortization of operating lease right-of-use-asset
Purchase of long lived assets
8,180
10,499
For the Three Months Ended September 30,
1,615
1,660
1,354
1,399
130
1,312
1,148
4,093
4,162
September 30,
Assets
Total assets for reportable segments
6,349,154
5,316,222
Holding company administrative adjustments
824,444
703,685
Elimination of bank cash and intercompany receivable of subsidiaries
(77,953
(107,522
Elimination of investment in subsidiaries
(730,014
(580,338
Consolidated total assets
NOTE 17 – SUBSEQUENT EVENTS
On August 29 2025 the Company entered into an agreement and plan of reorganization with Frontier Holdings LLC, ("Frontier"). Frontier is the parent company of Frontier Bank, a Nebraska state bank which has seven branch locations in Omaha, Lincoln, Madison, Norfolk, Pender and Falls City. In Frontier Bank's June 30, 2025 unaudited Consolidated Report of Condition, Frontier Bank reported total assets of $1,409,873, which included total loans of 1,257,423; total liabilities of $1,295,041, which included deposits of $1,060,318; and $6,689 in net income before income taxes for the six months ended June 30, 2025. The Company anticipates there will be core deposit intangible and goodwill recorded with this acquisition. The merger is anticipated to close in the fourth quarter of 2025 or early in the first quarter of 2026.
60
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K filed with the SEC on March 7, 2025, and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A: Risk Factors” included in the Annual Report on Form 10-K and in Item 1A of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
This discussion and analysis of our financial condition and results of operation includes the following sections:
(Dollars in thousands, except per share data)
June 30,2025
March 31,2025
Statement of Income Data (for the quarterly period ended)
74,187
74,684
74,979
24,385
24,392
25,506
49,802
50,292
49,473
2,722
Other non-interest income
8,873
8,577
10,318
8,818
8,280
355
Other non-interest expense
42,919
38,285
38,984
37,806
29,710
Income (loss) before income taxes
18,371
18,850
20,385
Provision for income taxes
3,809
3,399
Net income (loss)
15,264
15,041
16,986
0.87
0.86
1.06
1.04
Balance Sheet Data (at period end)
699,984
366,204
431,382
Securities available-for-sale
973,402
950,453
1,041,000
Securities held-to-maturity
5,236
5,226
5,408
217
338
901
Gross loans held for investment
3,600,728
3,631,628
3,600,925
45,824
Loans held for investment, net of allowance for credit losses
4,322,056
3,555,458
3,585,804
3,557,435
Goodwill and core deposit intangibles, net
100,468
66,009
67,025
68,070
69,130
Naming rights, net
5,778
5,852
5,926
957
968
5,373,837
5,446,100
5,355,233
4,234,918
4,405,364
4,362,944
Borrowings
481,772
444,221
371,126
312,796
431,529
4,738,201
4,828,776
4,851,195
617,324
Tangible common equity*
605,646
563,775
544,373
523,891
433,940
Performance ratios
Return on average assets (ROAA) annualized
(1.93
)%
1.18
1.17
1.31
1.52
Return on average equity (ROAE) annualized
(16.45
9.76
10.07
12.67
16.27
Return on average tangible common equity (ROATCE)* annualized
(18.31
11.69
12.12
15.30
19.92
Yield on loans annualized
7.18
6.94
7.15
7.11
Cost of interest-bearing deposits annualized
2.58
2.47
2.44
2.57
2.85
Cost of total deposits
1.98
1.93
1.90
1.99
2.20
Net interest margin annualized
4.45
4.17
4.27
3.87
Efficiency ratio*
58.31
63.62
62.43
63.02
52.59
Non-interest expense to net interest income plus non-interest income
272.59
68.51
64.42
64.86
54.80
Non-interest income / average assets annualized
(2.90
0.66
0.80
0.68
0.71
Non-interest expense / average assets annualized
3.20
3.08
3.04
2.91
2.32
Dividend payout ratio
(11.78
17.49
17.81
15.62
11.74
Performance ratios - Core
Core earnings per diluted share*
1.21
0.99
0.90
1.10
1.32
Core return on average assets*
1.35
1.24
1.37
1.56
Core return on average equity*
12.47
11.18
10.69
13.29
16.73
Core return on average tangible common equity*
14.30
12.64
12.14
15.29
19.58
Core non-interest expense / average assets*
2.71
2.86
2.94
2.83
2.18
Capital Ratios
Tier 1 Leverage Ratio
12.07
11.76
9.55
Common Equity Tier 1 Capital Ratio
15.07
14.70
11.37
Tier 1 Risk Based Capital Ratio
15.67
11.94
Total Risk Based Capital Ratio
16.84
18.32
14.78
Total Stockholders equity / Total Assets
11.83
11.34
11.12
9.41
Tangible common equity to tangible assets*
9.68
10.63
10.13
9.95
8.21
Book value per share
37.25
36.27
35.23
34.04
32.97
Tangible common book value per share*
31.69
32.17
31.07
30.07
28.38
Tangible common book value per diluted share*
31.41
31.89
30.84
29.70
28.00
* The value noted is considered a Non-GAAP financial measure. For a reconciliation of Non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.
We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 77 full-service banking sites located in Arkansas, Kansas, Missouri, and Oklahoma. As of September 30, 2025, we had consolidated total assets of $6.36 billion, total loans held for investment, net of allowance, of $4.22 billion, total deposits of $5.09 billion, and total stockholders’ equity of $711.9 million. During the three and nine month periods ended September 30, 2025, the Company had net income/(loss) of $(29.7) million and $642 thousand. The Company had net income of $19.9 million and $45.6 million for the three and nine month periods ended September 30, 2024.
Our significant accounting policies are integral to understanding the results reported. Our accounting policies are described in detail in Note 1 to the December 31, 2024, audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 7, 2025. The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Interim Consolidated Financial Statements.
The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.
Allowance for Credit Losses: The allowance for credit losses represents management’s estimate of all expected credit losses over the expected life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications, and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off of loan amounts, net of recoveries.
The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of September 30, 2025. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses, driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Significant changes in economic conditions, both positive and negative, could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration, modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.
Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the quarter ended September 30, 2025, management conducted the quarterly qualitative assessment and has determined there was no evidence of a triggering event as of or during the period then ended. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.
When performing quantitative goodwill impairment assessments, management is required to estimate the fair value of the Company’s equity in a change in control transaction. To complete this valuation, management is required to derive assumptions related to industry performance, reporting unit business performance, economic and market conditions, and various other assumptions, many of which require significant management judgment.
Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material.
We generate our revenue from interest income and fees on loans, interest and dividends on investment securities, and non-interest income, such as service charges and fees, debit card income, trust and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.
Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.
Net Income
Three months ended September 30, 2025, compared with three months ended September 30, 2024: Net income/(loss) allocable to common stockholders for the three months ended September 30, 2025, was $(29.7) million, or $(1.55) diluted earnings per share as compared to $19.9 million, or $1.28 diluted earnings per share for the three months ended September 30, 2024, a decrease of $49.5 million. The decrease was largely due to the repositioning of investment securities resulting in a loss of $53.4 million, a $5.0 million increase in the provision for loan losses, offset by a decrease in the provision for taxes of $11.6 million.
Excluding the pre-tax expenses and CECL provisioning associated with our merger with NBC and the loss on the repositioning of the investment portfolio, pre-tax income for the period was $28.4 million. Using an assumed 21% tax rate, adjusted net income was $22.5 million, or $1.17 per diluted share.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: Net income allocable to common stockholders for the nine months ended September 30, 2025, was $642 thousand, or $0.04 diluted earnings per share as compared to $45.6 million, or $2.95 diluted earnings per share for the nine months ended September 30, 2024, a decrease of $45.0 million. The decrease was largely due to the repositioning of investment securities resulting in a loss of $53.3 million, provision for loan losses of $6.5 million, offset by an increase in net interest income of $25.9 million, and decreases in provision for income taxes of $13.0 million.
Excluding the pre-tax expenses and CECL provisioning associated with our merger with NBC and the loss on the repositioning of the investment portfolio, pre-tax income for the period was $66.1 million. Using an assumed 21% tax rate, adjusted net income was $52.2 million, or $2.87 per diluted share.
Net Interest Income and Net Interest Margin Analysis
Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread, and (4) net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”
Three months ended September 30, 2025, compared with three months ended September 30, 2024: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on
interest-earning assets and average rates on interest-bearing liabilities for the three months ended September 30, 2025, and 2024. The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.
Average Balance Sheets and Net Interest Analysis
(Dollars in thousands)
AverageOutstandingBalance
InterestIncome/Expense
AverageYield/Rate(3)(4)
Interest-earning assets:
Loans(1)
934,768
18,234
7.74
659,697
13,213
7.97
1,745,714
31,729
7.21
1,351,407
24,196
7.12
Real estate construction
505,345
10,109
7.94
442,857
9,732
8.74
575,341
6,849
4.72
578,702
6,912
4.75
245,017
5,165
8.36
251,595
4,365
6.90
132,095
2,981
8.95
91,500
1,906
8.29
109,058
1,844
6.71
100,127
4,247,338
3,475,885
Taxable securities
875,646
995,713
3.92
Nontaxable securities
40,342
3.02
60,120
2.65
Total Securities
915,988
9,723
4.21
1,055,833
10,209
3.85
411,549
4.30
200,209
5.30
Total interest-earning assets
5,574,875
6.48
4,731,927
6.30
Non-interest-earning assets:
4,471
2,992
135,245
115,441
145,755
130,817
Goodwill, core deposit and other intangibles, net
95,046
70,824
Other non-interest-earning assets
129,672
153,016
6,085,064
5,205,017
Interest-bearing liabilities:
Interest-bearing demand deposits
1,199,439
6,731
2.23
1,090,604
7,348
2.68
Savings and money market
1,676,679
9,663
2.29
1,465,312
9,136
2.48
2,876,118
16,394
2.26
2,555,916
16,484
Certificates of deposit
962,613
8,596
753,286
7,195
3.80
3,838,731
3,309,202
FHLB term and line of credit advances
168,011
4.11
252,751
4.86
85,556
97,262
7.79
Other borrowings
46,835
45,177
2.30
Total interest-bearing liabilities
4,139,133
2.74
3,704,392
3.11
Non-interest-bearing liabilities and stockholders’ equity:
Non-interest-bearing checking accounts
1,166,099
966,222
Non-interest-bearing liabilities
64,513
48,935
Stockholders’ equity
715,319
485,468
Interest rate spread
3.74
3.19
Net interest margin(2)
Total cost of deposits, including non-interest bearing deposits
5,004,830
4,275,424
Average interest-earning assets to interest-bearing liabilities
134.69
127.74
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates. The following table analyzes the change in volume variances and yield/rate variances for the three month periods ended September 30, 2025, and 2024.
Analysis of Changes in Net Interest Income
Increase (Decrease) Due to:
TotalIncrease /
Volume(1)
Yield/Rate(1)
(Decrease)
5,374
5,021
7,161
7,533
1,298
(921
377
(63
(117
917
800
905
1,075
(74
14,734
14,822
(1,246
(393
(93
Total securities
(1,391
(486
2,372
(575
1,797
15,715
418
688
(1,305
(617
1,253
(726
527
(2,031
(90
(492
1,401
3,834
(2,523
1,311
(929
(419
(1,348
(286
2,691
(321
Net Interest Income
13,024
3,430
16,454
Interest income increased $16.1 million for the quarter ended September 30, 2025, as compared to the quarter ended September 30, 2024. A $15.7 million increase in interest due to increased volume of average interest earning assets, primarily attributable to the NBC merger, and a $418 thousand increase due to the rate/yield on interest earning assets. Realized rate/yield increases on loans was attributable to a 7 bp increase from non-accrual interest adjustment, a 18 bp increase from the accretion of merger purchase accounting adjustments and a 3 bp increase from the amortization of loan origination fees, partially offset by a 1 bp decrease in hedge accounting net settlements and by a 22 bp decrease in coupon rates. Decreases in coupon were driven by market interest rate reductions offset by continued production in a comparatively high interest rate market relative to near term history. The increase in interest income on the remaining components of interest earning assets was primarily due to increased volume from the Company's merger with NBC as well as the repositioning of $436.3 million in investments throughout the quarter.
The decrease in interest expense of $321 thousand was due to the deposit portfolio repricing downward in line with market interest rates and a decrease in volume and rate on the Company's borrowing lines, partially offset by an increase in volume in deposits primarily attributable to our merger with NBC.
During the quarter ended September 30, 2025, when compared to the quarter ended September 30, 2024, net interest margin increased 58 bp and net interest spread increased by 55 bp to 3.74% from 3.19%. Since the beginning of the third quarter 2024, the federal funds rate has dropped a total of 125 bp. This decline is the primary driver of the downward trend in the cost on interest bearing liabilities. The expansion in margin and spread is attributable to the shifting composition of interest earning assets, repositioning of a material portion of our investment portfolio as well as realized sensitivity in liability pricing following the rate movements.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the nine months ended September 30, 2025, and 2024. The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.
790,373
46,479
7.86
643,213
38,408
7.98
1,528,189
81,363
1,400,385
73,339
475,225
28,028
7.89
400,317
26,350
8.79
569,279
20,437
4.80
579,818
19,935
4.59
255,618
15,153
7.93
218,334
11,777
103,685
6,379
8.23
116,520
7,398
8.48
97,943
4,937
6.74
104,098
5,229
3,820,312
7.10
3,462,685
7.04
906,804
4.03
1,004,367
3.97
50,171
2.78
60,903
2.62
956,975
28,393
1,065,270
31,054
3.89
271,854
211,961
5.28
5,049,141
6.35
4,739,916
6.25
4,536
2,187
123,411
115,801
137,359
128,209
80,030
68,160
110,197
130,530
5,504,674
5,184,803
1,105,247
17,742
2.15
1,087,488
22,134
2.72
1,521,754
25,410
1,448,364
25,956
2.39
2,627,001
43,152
2,535,852
48,090
2.53
816,748
21,305
3.49
765,800
21,106
3.68
3,443,749
2.50
3,301,652
2.80
217,150
4.24
223,132
41,391
4.39
93,280
7.63
97,125
45,560
2.14
50,136
3,799,746
3,713,436
3.06
1,003,225
958,786
51,856
45,513
649,847
467,068
3.63
4.31
4,446,974
1.94
4,260,438
2.17
132.88
127.64
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates. The following table analyzes the change in volume variances and yield/rate variances for the nine month period ended September 30, 2025, and 2024.
8,662
(591
8,071
6,786
1,238
8,024
4,601
(2,923
1,678
869
502
2,137
1,239
3,376
(795
(224
(1,019
(310
(292
20,714
(374
20,340
(2,966
455
(2,511
(220
(150
(3,186
(2,661
2,106
426
19,634
(1,529
18,105
356
(4,748
(4,392
(1,822
(546
1,632
(6,570
(4,938
1,363
(1,164
2,995
(7,734
(4,739
(211
(1,141
Federal Reserve Bank discount window
(1,392
(1,361
(222
(159
(381
(85
(163
1,092
(8,877
(7,785
18,542
25,890
Interest income on interest-earning assets increased $18.1 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Of this increase, $19.7 million is attributable to increases in volume of interest earning assets, primarily from the merger with NBC offset by declining rate/yield.
There was a decrease in interest expense on interest-bearing liabilities of $7.8 million due to the deposit portfolio repricing to market interest rates as well as decreased utilization and cost of secured borrowing lines offset by an increase in volume in deposits primarily attributable to our merger with NBC.
When compared to the nine months ended September 30, 2024, net interest margin increased 46 bp during the nine months ended September 30, 2025, while net interest spread increased by 44 bp to 3.63% from 3.19%. From the beginning of the third quarter 2024 through the end of the third quarter 2025, the federal funds rate has dropped four times totaling 125 bp. This decline is the primary driver of the downward trend in both yield on interest earning assets and cost on interest bearing liabilities. The expansion in margin and spread is attributable to the shifting composition of interest earning assets as well as realized sensitivity in liability pricing following the rate movements.
Provision for Credit Losses
We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas, which incorporate lag factors in identifying a sufficiently predictive adjusted-R square, as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.
Three months ended September 30, 2025, compared with three months ended September 30, 2024: During the three months ended September 30, 2025, there was a provision for credit losses of $6.2 million compared to a provision for credit losses of $1.2 million for the three months ended September 30, 2024. The provision for the three months ended is primarily attributable to the establishment of reserves on non-PCD loans acquired in the NBC acquisition. The Company continues to estimate the allowance for credit losses with assumptions that anticipate slower prepayment rates and continued market disruption caused by the impact of U.S. trade and fiscal policy and the resulting impact on consumers and businesses. Net charge-offs for the three months ended September 30, 2025 and 2024, were $1.1 million and $1.6 million, respectively. For the three months ended September 30, 2025, gross charge-offs were $1.4 million, offset by gross recoveries of $330 thousand. In comparison, gross charge-offs were $1.8 million for the three months ended September 30, 2024, offset by gross recoveries of $197 thousand.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: During the nine months ended September 30, 2025, there was a provision for credit losses of $9.0 million compared to a provision for credit losses of $2.4 million during the nine months ended September 30, 2024. The increase in the provision for the nine months ended is primarily attributable to the establishment of reserves on non-PCD loans acquired in the NBC acquisition as well loan growth within the legacy portfolio. Net charge-offs for the nine months ended September 30, 2025, were $1.8 million compared to net charge-offs of $3.5 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, gross charge-offs were $3.7 million, offset by gross recoveries of $1.8 million. In comparison, gross charge-offs were $4.0 million for the nine months ended September 30, 2024, offset by gross recoveries of $564 thousand.
Non-Interest Income
The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income, trust income and increases in the value of bank-owned life insurance. Non-interest income does not include loan origination or other loan fees, which are recognized as an adjustment to yield using the interest method.
Three months ended September 30, 2025, compared with three months ended September 30, 2024: The following table provides a comparison of the major components of non-interest income for the three months ended September 30, 2025, and 2024.
2025 vs. 2024
Change
4.0
10.8
(225
(78.4
3.6
60.6
22.3
9.0
Recovery on zero-basis purchased loans
(60.0
Income (loss) from equity method investments
1,081
868
213
24.5
Total other
24.6
593
Net gain (loss) on acquisition and branch sales
(831
100.0
(53,558
(25999.0
(53,796
(577.4
Total non-interest income decreased $53.8 million during the three months ended September 30, 2025, as compared to the same period in 2024. The decrease is largely attributable to $53.4 million loss on the repositioning of our investment portfolio. Excluding the loss on repositioning as well as $831 thousand in gain on acquisition from the prior year, non-interest income increased $387 thousand, primarily from the addition of accounts from the NBC merger.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: The following table provides a comparison of the major components of non-interest income for the nine months ended September 30, 2025, and 2024
(10.2
(340
(47.2
3,224
104.6
32.7
28.0
24.9
(4,373
(99.9
Income from equity method investments
(100.0
2,473
40.2
(2,774
(32.3
27,768
27,653
0.4
(53,550
(24121.6
(55,566
(185.2
Total non-interest income decreased $55.6 million during the nine months ended September 30, 2025, as compared to the same period in 2024. The decrease is largely attributable to $53.3 million loss on the repositioning of investment securities. Excluding the loss on repositioning as well as $831 thousand in gain on acquisition from the prior year, non-interest income was effectively flat year-over-year.
During the nine months ended September 30, 2025, within the increase in value of bank owned life insurance the Bank realized a death benefit on an insured which, when coupled with repositioning of policies completed in May of 2024 drove the comparative increase in this line item year-over-year.
Recovery on zero-basis loans are non-recurring benefits realized by the Company upon resolution of a loan which was fully charged-off prior to being acquired by the Company. The benefit realized in the nine months ended September 30, 2024, did not repeat in 2025.
Non-Interest Expense
Three months ended September 30, 2025, compared with three months ended September 30, 2024: For the three months ended September 30, 2025, non-interest expense totaled $49.1 million, an increase of $18.8 million, when compared to the three months ended September 30, 2024. Changes in the various components of non-interest expense for the three months ended September 30, 2025, and 2024, are discussed in more detail in the following table.
4,279
23.1
839
24.1
(265
(5.1
12.3
(4.6
(30
(4.5
(1.1
8.5
7.0
Amortization of core deposit intangible
6.3
130.8
8,464
(110.4
(544
(15.1
13,209
44.5
5,545
897.2
18,754
61.8
Salaries and employee benefits: There was an increase in salaries and employee benefits of $4.3 million for the period ended September 30, 2025, as compared to the same period in 2024. The increase in employee salaries and wages was due to additional payroll costs as well as an increase in employee insurance expense, which is primarily driven by the increase in staff from the NBC merger. Additionally, incentive compensation and stock related compensation expense increased which is associated with the close of the NBC merger.
Other real estate owned: In 2024, there was a significant realized gain on the sale of other real estate owned that was not expected to and did not repeat again in 2025, driving the increase in other real estate owned expense noted above.
Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses, including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, losses from limited partnerships entered into for tax credits and provision for unfunded commitments. The overall decrease is comprised of a number of insignificant changes within expense categories noted above.
Merger expenses: The increase is primarily due to the completion of the NBC merger and the preliminary work on the Frontier merger. The Frontier merger, which is expected to close in late 2025 or early 2026, is expected to be realized in the period it is closed.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: For the nine months ended September 30, 2025, non-interest expense totaled $128.1 million, an increase of $21.8 million, when compared to the nine months ended September 30, 2024. Changes in the various components of non-interest expense for the nine months ended September 30, 2025, and 2024, are discussed in more detail in the following table.
8,044
14.8
6.2
0.1
(2.1
(1.0
(4.3
(4.1
465
24.3
4.7
65.5
8,659
(113.1
Sub-Total
121,549
101,890
19,659
19.3
2,123
47.6
21,782
20.5
Salaries and employee benefits: There was an increase in salaries and employee benefits of $8.0 million for the period ended September 30, 2025, as compared to the same period in 2024. The increase is primarily due to increases in employee salaries, as well as an increases in incentive compensation, employee insurance expense and stock related compensation expense associated with the NBC merger.
Courier and postage: There was an increase in courier and postage expense of $465 thousand for the period ended September 30, 2025, as compared to the same period in 2024. The increase is primarily due to armored car/courier services.
Loss on Debt Extinguishment: During the nine months ending September 30, 2025, the Company executed an early redemption on the subordinated notes. The Company realized a loss of $1.4 million from the write off of debt issue costs from the debt extinguishment.
Other real estate owned: In 2024, there was a significant realized gain on the sale of other real estate owned that was not expected to and did not repeat again in 2025 driving the increase in expense noted above.
Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses, including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, losses from limited partnerships entered into for tax credits and provision for unfunded commitments.
Merger expenses: The increase is primarily due to the completion of the NBC merger and the preliminary work on the Frontier merger. The expenses related to the Frontier merger, which is expected to close in late 2025 or early 2026, is expected to be realized in period it is closed.
Efficiency Ratio
The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of performance and is not defined under GAAP. For a reconciliation of non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2. Our efficiency ratio is computed by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt
extinguishment, by the sum of net interest income and non-interest income, excluding net gains on sales of and settlement of securities and gain on acquisition. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources.
The efficiency ratio was 58.31% for the three months ended September 30, 2025, compared with 52.59% for the three months ended September 30, 2024. The decrease was primarily an increase in non-interest expense as a gain on sale of other real estate realized in the prior year period did not recur. Excluding the other real estate benefit in 2024, the efficiency ratio would have improved as increases in net and non-interest interest income, on a relative basis, outpaced increases in non-interest expenses, excluding merger related expenses. The increase in net interest income is largely due to in increase in volume from NBC merger and a decrease in interest expense on interest bearing liabilities due to the deposit portfolio repricing downward with the federal funds rate during the past twelve months.
The efficiency ratio was 61.25% for the nine months ended September 30, 2025, compared with 59.97% for the nine months ended September 30, 2024. Drivers of change are consistent with the three months ended above.
Income Taxes
In general, the Company records income tax expense each quarter based on its estimate of the full year’s effective tax rate which includes, in addition to statutory rates, estimated amounts for tax-exempt interest income, non-taxable life insurance income, non-deductible executive compensation, valuation allowance on deferred assets, other non-deductible expense, and federal and state income tax credits anticipated to be available in proportion to anticipated annual income before income taxes. Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises. Events or items that may give rise to discrete recognition include excess tax benefits or shortfalls with respect to share-based compensation and changes in tax law.
During the tax year ended December 31, 2024, a Corporate Application for Tentative Refund was filed to carry back excess general business credits from 2023 to the 2020, 2021 and 2022 tax years resulting in a refund of $14.9 million which was received in the second quarter of 2025. Pursuant to Section 6405 of the Internal Revenue Code, refunds in excess of $5 million to a corporate taxpayer must be reviewed by the Joint Committee on Taxation (JCT). Accordingly, the IRS has referred the proposed refund to the JCT for review. While tax years ending 12/31/2020 and 12/31/2021 are closed for audit purposes, tax year ending 12/31/2022 remains open and, under request from the IRS, the statute of limitation has been extended to October 31, 2027.
On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes. The Company anticipates an insignificant impact to deferred tax assets and liabilities and to income taxes payable in the period of enactment. The Company continues to evaluate the impact the new legislation will have on the consolidated financial statements.
Three months ended September 30, 2025, compared with three months ended September 30 2024: The effective income tax rate for the three month period ended September 30, 2025, was 20.5% as compared to 16.7% for the three month period ended September 30, 2024. In the prior quarter, we reported pre-tax income and income tax expense resulting in a positive effective tax rate (indicating tax expense with pre-tax income). In the current quarter, we reported a pre-tax loss and income tax benefit associated with the loss on the sale of debt securities, also resulting in a positive effective tax rate (indicating tax benefit with pre-tax losses). The comparison of effective tax rates between the current and prior quarters is not meaningful due to the change from pre-tax income in the prior quarter to a pre-tax loss in the current quarter.
Nine months ended September 30, 2025, compared with nine months ended September 30, 2024: The effective income tax rate for the nine month period ended September 30, 2025, was 873.5% as compared to 21.2% for the nine month period ended September 30, 2024. The tax rate for the current period was based on an annual effective tax rate of 18% for the year prior to discrete items related to share-based compensation and interest income received related to federal carryback claims filed by the Company which reduced income tax expense. The comparison of effective tax rates between the current and prior periods is not meaningful due to the change from pre-tax income in the prior period to a pre-tax loss in the current period.
Total assets increased $1.03 billion from December 31, 2024, to $6.37 billion at September 30, 2025. This variance was primarily due to an increase in loans held for investment of $767.8 million and an increase in cash and cash equivalents of $315.7 million, partially offset by a decrease in available for sale securities of $100.6 million. Total liabilities increased $914.6 million to $5.65 billion at September 30, 2025. The change in total liabilities is primarily due to increase in total deposits of $720.0 million, an increase in FHLB borrowings of $163.3 million and in increase in interest payable and other liabilities of $21.1 million. Total
stockholders’ equity increased $119.0 million from $592.9 million at December 31, 2024, to $711.9 million at September 30, 2025, principally due an increase of $74.1 million in additional paid-in-capital. Balance sheet changes for the quarter are primarily attributable to the Company’s merger with NBC.
Loan Portfolio
The following table summarizes our loan portfolio by type of loan as of the dates indicated.
Composition of Loan Portfolio
Percent
21.3
18.8
248,574
37.7
Real estate loans:
51.9
52.3
385,666
21.1
13.8
16.2
23,832
4.2
6.4
7.6
4,839
1.8
Total real estate loans
3,078,865
72.1
2,664,528
76.1
414,337
15.6
4.1
2.5
87,178
99.8
2.6
17,682
19.6
Total loans held for investment
767,771
21.9
Total loans held for sale
20.3
Total loans held for investment (net of allowances)
757,569
Our commercial loan portfolio consists of various types of loans, most of which are generally made to borrowers located in the Wichita, Kansas City, and Tulsa Metropolitan Statistical Areas (“MSAs”), as well as various community markets throughout Arkansas, Kansas, Missouri, and Oklahoma. The majority of our portfolio consists of commercial and industrial and commercial real estate loans, and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economies in which they operate.
At September 30, 2025, gross total loans, including loans held for sale, were 83.8% of deposits and 67.1% of total assets. At December 31, 2024, gross total loans, including loans held for sale, were 80.0% of deposits and 65.7% of total assets.
We provide commercial lines of credit, working capital loans, commercial real estate loans (including loans secured by owner-occupied commercial properties), term loans, equipment financing, aircraft financing, real property acquisition and development loans, borrowing base loans, real estate construction loans, homebuilder loans, SBA loans, agricultural and agricultural real estate loans, letters of credit and other loan products to national and regional companies, real estate developers, mortgage lenders, manufacturing and industrial companies and other businesses. The types of loans we make to consumers include residential real estate loans, home equity loans, home equity lines of credit, installment loans, unsecured and secured personal lines of credit, overdraft protection, and letters of credit.
Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.
Commercial real estate: Commercial real estate loans include all loans secured by non-farm nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.
Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences. Pools of mortgages are occasionally purchased to expand our loan portfolio and provide additional loan income.
Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.
75
The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of September 30, 2025, are summarized in the following table.
Loan Maturity and Sensitivity to Changes in Interest Rates
As of September 30, 2025
One yearor less
After one yearthrough fiveyears
After fiveyears through fifteen years
After fifteen years
356,602
370,225
114,385
66,227
Real Estate:
580,438
1,174,263
352,092
109,387
5,788
13,727
115,533
455,550
68,687
127,725
36,510
39,165
Total real estate
654,913
1,315,715
504,135
604,102
119,708
36,997
5,881
11,931
53,664
45,077
7,072
1,953
1,184,887
1,768,014
631,473
684,213
Loans with a predetermined fixed interest rate
425,398
669,732
111,351
276,766
1,483,247
Loans with an adjustable/floating interest rate
759,489
1,098,282
520,122
407,447
2,785,340
The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2024, are summarized in the following table.
As of December 31, 2024
253,375
309,996
92,880
2,614
484,450
1,019,023
231,122
95,919
2,375
11,344
124,983
428,064
100,169
93,430
34,720
38,929
586,994
1,123,797
390,825
562,912
59,213
21,373
3,270
3,483
32,498
45,352
10,234
932,080
1,500,518
497,209
571,009
405,335
544,767
115,887
261,080
1,327,069
526,745
955,751
381,322
309,929
2,173,747
We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, current economic trends, and other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.
For additional information, see “NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Condensed Notes to Interim Consolidated Financial Statements.
Nonperforming Assets
The following table presents information regarding nonperforming assets at the dates indicated.
Non-accrual loans
Accruing loans 90 or more days past due
OREO acquired through foreclosure, net
1,006
2,632
Other repossessed assets
4,812
Total nonperforming assets
52,629
34,675
Ratios:
Nonperforming assets to total assets
0.83
0.65
Nonperforming assets to total loans plus OREO and repossessed assets
1.23
Generally, loans are designated as non-accrual when either principal or interest payments are 90 days or more past due based on contractual terms, unless the loan is well secured and in the process of collection. Consumer loans are typically charged off no later than 180 days past due. In all cases, loans are placed on non-accrual, or charged off, at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on non-accrual status, unpaid interest credited to income earned in the current year is reversed against income and unpaid interest earned in prior years is charged off. Future interest income may be recorded on a cash basis after recovery of principal is reasonably assured. Non-accrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The nonperforming loans at September 30, 2025, consisted of 329 separate credits and 269 separate borrowers. We had 6 nonperforming loan relationships, totaling $29.3 million, with an outstanding balance in excess of $1.0 million as of September 30, 2025.
There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and are an important element to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.
Potential Problem Loans
Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At September 30, 2025, the Company had $11.2 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $35.4 million at December 31, 2024.
With respect to potential problem loans, all monitored and under-performing loans are reviewed and evaluated to determine if they are impaired. If we determine that a loan is impaired, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.
Allowance for Credit Losses
Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy. For additional information, see “NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Condensed Notes to Interim Consolidated Financial Statements.
In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. Some of the risk elements include the following items.
78
The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.
For the Quarters Ended,
Commercial Real Estate
Commercial and Industrial
Residential Real Estate
Agricultural Real Estate
Allowance for credit losses (ACL)
Total loans outstanding (1)
Net (charge-offs) recoveries QTD
(607
(14
(255
(1,104
Net (charge-offs) recoveries YTD
Average loan balance QTD (1)
2,251,059
574,797
4,246,794
Average loan balance YTD (1)
2,003,415
568,622
3,819,656
Non-accrual loan balance
Loans to total loans outstanding
ACL to total loans
1.0
1.6
1.5
2.0
1.7
1.3
Net charge-offs to average loans QTD
(0.1
(0.2
Net charge-offs to average loans YTD
Non-accrual loans to total loans
0.8
2.4
0.7
ACL to non-accrual loans
128.6
68.5
219.8
161.9
39.3
244.0
110.1
1,916,863
670,665
567,063
259,587
89,529
97,218
(854
(330
(1,584
1,794,264
576,722
3,473,905
1,800,702
578,364
3,461,231
8,781
9,772
4,594
7,017
576
31,278
53.2
18.6
15.7
2.7
1.4
0.6
(0.4
(0.6
0.9
173.5
161.8
168.0
36.1
97.0
289.6
139.0
Management believes that the allowance for credit losses at September 30, 2025, was adequate to cover current expected credit losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods, which could be substantial in relation to the size of the allowance at September 30, 2025.
The allowance for credit losses on loans measured on a collective basis totaled $46.7 million, or 1.1% of the $4.20 billion in loans measured on a collective basis at September 30, 2025, compared to an allowance for credit losses of $38.4 million, or 1.1%, of the $3.48 billion in loans measured on a collective basis at December 31, 2024. The total reserve percentage to total loans was 1.3% at September 30, 2025, and 1.2% at December 31, 2024.
Securities
We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At September 30, 2025, securities represented 14.3% of total assets, decreasing from 18.9% at December 31, 2024.
At the date of purchase, debt securities are classified into one of two categories: held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities that are classified as held-to-maturity are carried at cost, and adjusted for the amortization of premiums and the accretion of discounts, only if management has the positive intent and ability to hold those securities to maturity. Debt securities that are not classified as held-to-maturity are classified as available-for-sale and are measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.
The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.
Available-For-Sale Securities
Total available-for-sale securities
The following table summarizes the amortized cost and fair value by classification of Held-to-Maturity securities as of the dates shown.
Held-To-Maturity Securities
Total held-to-maturity securities
At September 30, 2025, and December 31, 2024, we did not own securities of any one issuer (other than the U.S. government and its agencies or sponsored entities) for which aggregate par value exceeded 10% of consolidated stockholders’ equity at the reporting dates noted.
The following tables summarize the contractual maturity of debt securities and their weighted average yields as of September 30, 2025, and December 31, 2024. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.
Due in one yearor less
Due after oneyear throughfive years
Due after fiveyears through10 years
Due after 10years
CarryingValue
Yield
10,101
16,615
2,344
4.06
37,098
4.25
6,183
4.61
55,556
4.95
15,706
5.19
568,191
5.10
5.09
735
17,923
7.49
63,495
5.22
752
6.01
5.73
2,654
39,372
4.69
41,265
4.92
4.82
State and political subdivisions(1)
1,203
2.42
3,796
3.10
10,953
5,458
4.22
3.32
49,137
102,727
5.23
131,870
4.87
620,124
5.07
5.01
Held-to-maturity securities:
3,091
5.02
4.99
4.62
4.40
3,262
4.91
1,981
4.85
135,132
622,105
909,101
7,797
4.68
22,911
32,623
1.85
1,763
2.02
78,400
3.67
8,163
4.66
3.76
71,025
117,832
2.41
376,653
2.35
600
6.81
46,839
5.14
11,454
18,474
2,593
2.37
10,446
2.38
33,256
2.11
27,749
2.49
2.31
89,390
3.72
123,758
242,004
2.88
549,303
3.86
3.70
3,053
879
4.96
3,225
4.77
245,229
551,295
1,009,672
81
Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, and Freddie Mac. Unlike U.S. Treasury and U.S. government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities which are purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages, resulting in prepayments and an acceleration of premium amortization. Securities purchased at a discount will reflect higher net yields in a decreasing interest rate environment, as prepayments result in an acceleration of discount accretion.
The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At September 30, 2025, and December 31, 2024, 88.5% and 72.3% of the residential mortgage-backed securities held by us had contractual final maturities of more than ten years, with a weighted average life of 5.1 years and 5.1 years and a modified duration of 4.2 years and 4.2 years.
Goodwill Impairment Assessment
At September 30, 2025, we performed an interim qualitative analysis and concluded there were no indications that goodwill was impaired. For additional information, see “Goodwill” under "Critical Accounting Policies" in the Management's Discussion and Analysis of Financial Condition and Results of Operation.
Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market, and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy, and personalized service to attract and retain these deposits.
The following table shows our composition of deposits at September 30, 2025, and December 31, 2024.
Composition of Deposits
Percentof Total
Non-interest-bearing demand
22.5
21.8
Interest-bearing demand
1,100,621
21.6
1,172,577
26.8
1,782,004
35.0
1,511,620
34.6
20.9
16.8
Total deposits at September 30, 2025, were $5.09 billion, an increase of $720.0 million, or 16.5%, compared to total deposits of $4.37 billion at December 31, 2024. Total deposits excluding brokered deposits of $152.5 million and deposits from the NBC merger of $806.0 million at September 30, 2025, and $125.1 million at December 31, 2024, decreased $113.4 million or 2.6%. The decrease in deposits was primarily driven by a $200.0 million or 17.0% decrease in interest bearing demand deposits, partially offset by an increase of $74.8 million or 10.2% in time deposits. The decline in interest-bearing demand deposits is primarily due to seasonality of municipal deposits.
The following table shows deposits acquired in 2025, as of the time of the acquisition.
NBC Acquisition
236,124
29.3
203,324
25.2
213,050
26.4
153,509
19.1
The following tables show deposit acquired in 2024, as of the time of each acquisition.
Rockhold Acquisition
97,593
27.9
124,760
35.7
94,731
27.1
32,693
9.3
349,777
KansasLand Acquisition
6,439
15.2
5,011
11.8
14,314
33.7
16,654
42,418
Equity Bank participates in the Insured Cash Sweep (“ICS”) service that allows the Bank to break large non-time deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed through ICS services but are Equity Bank’s customer relationships that management views as core funding. The Bank also participates in the Certificate of Deposit Account Registry Service (“CDARS”) program. CDARS allows the bank to break large time deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.
The following table lists reciprocal and brokered deposits included in total deposits categorized by type at September 30, 2025, and December 31, 2024.
Reciprocal
418,101
469,551
Non-reciprocal brokered
75,115
Total interest-bearing demand
544,666
133,241
100,596
2,408
Total savings and money market
135,649
29,213
35,393
150,080
49,998
Total time
179,293
85,391
Total reciprocal and brokered deposits
733,043
730,653
The following table provides information on the maturity distribution of time deposits of $250 thousand or more as of September 30, 2025, and December 31, 2024.
PercentChange
3 months or less
95,692
69,637
26,055
37.4
Over 3 through 6 months
120,928
200,049
(79,121
(39.6
Over 6 through 12 months
163,049
13,799
149,250
1081.6
Over 12 months
105,189
52,080
53,109
102.0
Total Time Deposits
484,858
335,565
149,293
Other Borrowed Funds
We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowings and long-term borrowings include federal funds purchased and retail repurchase agreements, FHLB advances, Federal Reserve Bank borrowings, a bank stock loan, and subordinated debt. For additional information see “NOTE 7 – BORROWINGS” in the Condensed Notes to Interim Consolidated Financial Statement.
Liquidity
The following tables disclose average balances as a percentage of total average assets as of the time periods listed.
For the three months ended
Source of funds
Non-interest bearing
19.16
18.56
19.71
20.95
Savings and MMDA
27.55
28.15
Time deposits
15.82
14.47
2.76
Subordinated borrowings
1.41
1.87
Other liabilities
0.94
Member's equity
9.33
100.00
Uses of Funds
Loans receivable
69.81
66.76
14.39
19.14
Non-taxable securities
1.16
6.76
0.07
Property plant and equipment
2.22
Other non-interest earnings assets
6.09
For the nine months ended
18.22
18.49
20.08
20.97
27.65
27.94
14.84
14.77
3.94
Federal Reserve Bank discount window borrowings
1.69
0.97
0.88
11.81
9.01
69.45
66.79
16.47
19.39
0.91
4.94
4.09
0.08
5.95
6.29
Market and public confidence in our financial strength and financial institutions in general will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.
Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by considering both on and off-balance sheet sources of and demands for funds on a daily, weekly, and monthly basis.
Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows. In this process, we focus on both assets and liabilities, and the way they combine to provide adequate liquidity to meet our needs.
During the nine months ended September 30, 2025, and 2024, our liquidity needs have primarily been met by core deposits, security and loan maturities, and amortizing security and loan portfolios. Other funding sources include federal funds purchased, brokered certificates of deposit, borrowings from the FHLB, and Federal Reserve Bank borrowings.
Our largest sources of funds are deposits and FHLB borrowings and our largest uses of funds are loan fundings, securities purchases and debt servicing. Average loans were $3.82 billion for the nine months ended September 30, 2025, an increase of 11.0% over the December 31, 2024, average balance. Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our securities portfolio has a weighted average life of 5.1 years and a modified duration of 4.2 years at September 30, 2025.
Cash and cash equivalents were $669.4 million at September 30, 2025, an increase of $315.7 million from the $383.7 million cash and cash equivalents at December 31, 2024. The majority of our liquidity comes from our operations, including net income, supplemented by the repayment of principal on loans and investment securities through payoffs, paydowns and normal amortization. During the nine months ended September 30, 2025, we repositioned the investment portfolio which resulted in $696.6 million inflow from the sales and call of available-for-sale securities offset by $541.3 million for the purchase of
available-for-sale securities, this resulted in a $53.3 million dollar loss, which was a non-cash loss. From time to time as conditions warrant, we borrow funds to maintain our liquidity requirement and fund operational needs. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, the core deposit base and FHLB advances and other borrowing relationships.
Off-Balance-Sheet Items
In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.
Standby and Performance Letters of Credit: For additional information see “NOTE 12 – COMMITMENTS AND CREDIT RISK” in the Condensed Notes to Interim Consolidated Financial Statement.
Commitments to Extend Credit: For additional information see “NOTE 12 – COMMITMENTS AND CREDIT RISK” in the Condensed Notes to Interim Consolidated Financial Statement.
Capital Resources
Capital management consists of providing equity to support our current and future operations. The federal bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. As a financial holding company and a state-chartered-Fed-member bank, the Company and Equity Bank are subject to regulatory capital requirements.
Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes as of September 30, 2025, and December 31, 2024, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.
Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of September 30, 2025, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum Total capital, Tier 1 capital, Common Equity Tier 1 capital, and Tier 1 leverage ratios. For additional information, see “NOTE 9 – REGULATORY MATTERS” in the Condensed Notes to Interim Consolidated Financial Statements. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.
We identify certain financial measures discussed in this Quarterly Report as being “non-GAAP financial measures.” In accordance with SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our statements of income, balance sheet or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios, or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.
The non-GAAP financial measures that we discuss in this Quarterly Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the way
we calculate the non-GAAP financial measures that we discuss in this Quarterly Report may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names like, the non-GAAP financial measures we have discussed in this Quarterly Report when comparing such non-GAAP financial measures.
Tangible Book Value Per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by diluted shares of common stock outstanding. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.
Management believes that these measures are important to many investors interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.
The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share, and tangible book value per diluted common share and compares these values with book value per common share.
As of the Period Ended
(77,573
(53,101
(22,895
(12,908
(13,924
(14,969
(16,029
(5,778
(5,852
(5,926
(968
Tangible common equity
Common shares issued at period end
19,111,084
17,527,191
17,522,994
17,419,858
15,288,309
Diluted common shares outstanding at period end
19,279,741
17,680,489
17,652,110
17,636,843
15,497,446
Book value per common share
Tangible book value per common share
Tangible book value per diluted common share
Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); (b) tangible assets as total assets less goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.
Management believes that this measure is important to many investors in the marketplace interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and total assets while not increasing tangible common equity or tangible assets.
The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.
Tangible assets
6,259,385
5,301,976
5,373,149
5,263,020
5,285,135
Equity to assets
Tangible common equity to tangible assets
Core Return on Average Equity: Core return on average equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders less net gain on acquisition, less gain(loss) on securities transactions, plus loss on debt extinguishment, plus merger expenses, plus BOLI tax expense, plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on adjustments (tax rates used in this calculation were 21% for 2025 and 2024) (c) core return on average equity as core net income allocable to common stockholders (as described in clause (b)) divided by a simple average of net income and core net income plus average stockholders' equity. For return on average equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.
Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) average tangible common equity as total average stockholders’ equity less average intangible assets and preferred stock; (b) core net income allocable to common stockholders as net income allocable to common stockholders plus goodwill impairment, net of actual tax effect, plus amortization of intangible assets less estimated tax effect on amortization of intangible assets (tax rates used in this calculation were 21% for 2025 and 2024) (c) return on average tangible common equity as core net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.
Management believes that this measure is important to many investors in the marketplace because it measures the return on equity, exclusive of the effects of intangible assets on earnings and capital. Goodwill and other intangible assets have the effect of increasing average stockholders’ equity and, through amortization, decreasing net income allocable to common stockholders while not increasing average tangible common equity or decreasing core net income allocable to common stockholders.
The following table reconciles, as of the dates set forth below, total average stockholders’ equity to average equity and net income allocable to common stockholders to core net income allocable to common stockholders.
For the Three Months Ended
Total average stockholders’ equity
627,103
605,917
533,227
Average intangible assets
(95,046
(72,406
(72,389
(69,570
(70,824
Average tangible common equity
620,273
554,697
533,528
463,657
414,644
1,144
1,071
Net gain on acquisition
Net (gain) loss on securities transactions
53,352
(206
Day 2 Merger provision
(14,082
(598
(252
(153
Core net income allocable to common stockholders
23,310
17,515
15,987
17,834
20,427
Return on total average stockholders’ equity (ROAE) annualized
Core return on average equity
Return on average tangible common equity (ROATCE) annualized
Core return on average tangible common equity (CROATCE) annualized
Core income calculations: Core income calculations are a non-GAAP measure that management believes is an effective alternative measure of how efficiently the company utilizes its asset base. Core income is calculated by adjusting GAAP income by non-core gains and losses and excluding non-core expenses, net of tax, as outlined in the table below. We calculate (a) core net income (loss) allocable to common stockholders plus merger expenses, tax effected non-core items, goodwill impairment and BOLI tax adjustment, less gain (loss) from securities transactions; (b) adjusted operating net income as net income (loss) allocable to common stockholders plus adjusted non-core items, tax effected non-core items and BOLI tax adjustments.
Core Net Income and Earnings Per Share: Core net income and Core earnings per share are non-GAAP financial measures generally used to disclose core net income from the Company's operations and earnings per share. We calculated this by taking GAAP net income less non-core impacts to net income to arrive at core net income and core diluted earnings per share. These financial measures are used by financial statement users to evaluate the core financial performance of the Company. Management believes that these measures are important to many investors who are interested in changes from period to period in the Company's financial performance and quality of earnings.
The following table reconciles as of the dates set forth below, core net income and earnings per share and compares them to GAAP net income and earnings per share.
June 30,
March 31,
December 31
Tax effect of adjustments
(276
Adjusted non-core items
(28,627
16,169
15,945
17,832
20,758
Net gain on acquisitions
Gain (loss) from securities transactions
Merger expense
(13,806
(358
Adjusted operating net income
GAAP earnings (loss) per diluted share
Core earnings (loss) per diluted share
1.22
Total average assets
5,206,950
5,212,417
5,163,166
Total average stockholder's equity
Weighted average diluted common shares
17,651,298
17,666,834
16,262,965
Return on Average Assets (ROAA) annualized
-1.93
Core Operating ROAA annualized
Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding goodwill impairment, merger expenses and loss on debt extinguishment, by the sum of net interest income and non-interest income, excluding net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition. The GAAP-based efficiency ratio is non-interest expense less goodwill impairment, divided by net interest income plus non-interest income.
In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, loss on debt extinguishment, net gains on the sale of available-for-sale securities and other securities transactions, and the net gain on acquisition.
The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.
40,001
39,050
(6,163
(355
(618
Amortization of intangibles assets
(1,312
(1,145
(1,144
(1,071
(1,148
41,607
37,140
37,840
36,735
28,562
8,589
10,330
8,816
Non-interest income, excluding net gain (loss) from securities transactions and net gain on acquisition and branch sales
Net interest income plus non-interest income, excluding net gain on acquisition and branch sales and net gain (loss) from securities transactions
71,358
58,379
60,610
58,291
54,311
Total Average Assets
Core non-interest expense / Average assets
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Our asset-liability policy provides guidelines for effective funds management and management has established a measurement system for monitoring net interest rate sensitivity position within established guidelines.
As a financial institution, the primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term maturity. Interest rate risk is the potential of economic gains or losses due to future interest rate changes. These changes can be reflected in future net interest income and/or fair market values. The objective is to measure the effect on net interest income (“NII”) and economic value of equity (“EVE”) and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
We manage interest rate exposure by structuring the balance sheet in the ordinary course of business. We have the ability to enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial futures contracts or forward delivery contracts for the purpose of reducing interest rate risk. Currently, we do not have a material exposure to these instruments. We also have the ability to enter into interest rate swaps as an accommodation to our customers in connection with an interest rate swap program. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Our exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”), which is composed of certain members of senior management, in accordance with policies approved by the Board of Directors. ALCO formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, ALCO considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies,
liquidity, business strategies and other factors. ALCO meets monthly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, securities purchased and sale activities, commitments to originate loans and the maturities of investment securities and borrowings. Additionally, the ALCO reviews liquidity, projected cash flows, maturities of deposits and consumer and commercial deposit activity.
ALCO uses a simulation analysis to monitor and manage the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The simulation tests the sensitivity of NII and EVE. Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment securities portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. All assumptions are as of the base period without consideration of preceding market rate changes and any lag in impact to NII. The depicted expectations are management's estimate exclusive of any non-contractual lagging impacts that have not yet been realized in income from preceding changes to interest rates. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the future NII and EVE. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
The change in the impact of net interest income from the base case for September 30, 2025, and December 31, 2024, was primarily driven by the rate and mix of variable and fixed rate financial instruments, the underlying duration of the financial instruments and the level of response to changes in the interest rate environment.
The increase in the level of positive impact to net interest income in the up interest rate shock scenarios is due to the level of adjustable rate loans receivable that will reprice to higher interest rates, non-term deposits that will adjust to higher rates, the use of derivatives to hedge borrowing costs, and increased levels of cash on the balance sheet compared to December 31, 2024. These factors result in an overall positive impact to net interest income at September 30, 2025, as compared to the level of impact from December 31, 2024, simulation as detailed in the table below. In the down interest rate shock scenario, the main drivers of the negative impact on net interest income are the downward pricing of variable rate loans receivable, the level of term deposit repricing and the assumed prepayment and scheduled repayment of existing fixed rate loans receivable and fixed rate investments.
The change in the economic value of equity from the base case for September 30, 2025, and December 31, 2024, is due to being in a liability sensitive position and the level of convexity in our pre-payable assets. Generally, with a liability sensitive position, as interest rates increase, the value of your assets decrease faster than the value of liabilities and, as interest rates decrease, the value of your assets increase at a faster rate than liabilities. Due to the level of convexity in our fixed rate pre-payable assets, we do not experience as significant a change in the value of assets in a down interest rate shock scenario, mitigating the impact of liability sensitive balance sheet on economic value of equity. The mix of interest-bearing deposit and non-interest-bearing deposits impact the level of deposit decay and the resulting benefit of discounting from the non-interest-bearing deposits. At September 30, 2025, non-interest-bearing deposits were approximately $41.2 million, or 4.3%, lower than that deposit type at December 31, 2024. Additionally, substantially all investments and approximately 37.0% of loans are pre-payable and fixed rate and as rates decrease the level of modeled prepayments increase. The prepaid principal is assumed to reprice at the assumed current rates, resulting in a smaller positive impact to the economic value of equity.
Management utilizes static balance sheet rate shocks to estimate the potential impact on various rate scenarios. This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet. The following table summarizes the simulated immediate change in net interest income for twelve months as of the dates indicated.
Market Risk
Impact on Net Interest Income
Change in prevailing interest rates
+300 basis points
14.7
11.9
+200 basis points
9.8
7.9
+100 basis points
4.8
3.9
0 basis points
-100 basis points
(2.6
(2.4
-200 basis points
(4.9
-300 basis points
(7.9
(8.1
The following table summarizes the simulated immediate impact on economic value of equity as of the dates indicated.
Impact on Economic Valueof Equity
(4.0
(6.5
(2.5
(4.2
(1.2
(1.3
0.3
(4.4
(1.5
(9.3
Item 4: Controls and Procedures
Evaluation of disclosure controls and procedures
An evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management was required to apply judgment in evaluating its controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms.
Changes in internal control over financial reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1: Legal Proceedings
From time to time, we are a party to various litigation matters incidental to the conduct of our business. See “NOTE 13 – LEGAL MATTERS” of the Condensed Notes to Interim Consolidated Financial Statements under Item 1 to this Quarterly report for a complete discussion of litigation matters.
Item 1A: Risk Factors
There have been no material changes in the Company’s risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 7, 2025.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchase of Common Stock
On September 11, 2025, the Board of Directors of Equity Bancshares authorized the repurchase of up to 1,000,000 shares of outstanding common stock beginning on October 1, 2025 and concluding on September 30, 2026. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares, and may be extended. modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received on September 23, 2025. During the three months ended September 30, 2025, the Company repurchased 175,732 shares of the Company's outstanding common stock at an average price of $37.14 per share. At September 30, 2025, there are 867,168 shares remaining under the program that expired on September 30, 2025.
Date
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2025 through July 31, 2025
50,400
37.64
942,100
August 1, 2025 through August 31, 2025
125,332
36.94
816,768
September 1, 2025 through September 30, 2025
175,732
37.14
Item 3: Defaults Upon Senior Securities
None
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Other Information
During the nine months ended September 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 6: Exhibits
Exhibit
No.
Description
2.1
Agreement and Plan of Reorganization, dated August 29, 2025, by and among Equity Bancshares, Inc., Winston Merger Sub, Inc., and Frontier Holdings, LLC (incorporated by reference to Exhibit 2.1 to Equity Bancshare's, Inc.'s Current Report on Form 8-K, filed with the SEC on September 2, 2025).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith.
** These exhibits are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
95
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 3, 2025
By:
/s/ Brad S. Elliott
Brad S. Elliott
Chairman and Chief Executive Officer
/s/ Chris M. Navratil
Chris M. Navratil
Executive Vice President and Chief Financial Officer