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 0-14384
BancFirst Corporation
(Exact name of registrant as specified in charter)
Oklahoma
73-1221379
(State or other Jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
100 N. Broadway Ave., Oklahoma City, Oklahoma
73102-8405
(Address of principal executive offices)
(Zip Code)
(405) 270-1086
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share
BANF
NASDAQ Global Select Market System
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 (sec. 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2025, there were 33,334,172 shares of the registrant’s Common Stock outstanding.
Quarterly Report on Form 10-Q
September 30, 2025
Table of Contents
Item
PART I – Financial Information
Page
1.
Financial Statements (Unaudited)
2
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
3
Consolidated Statements of Stockholders’ Equity
4
Consolidated Statements of Cash Flow
5
Notes to Consolidated Financial Statements
6
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
3.
Quantitative and Qualitative Disclosure About Market Risk
41
4.
Controls and Procedures
PART II – Other Information
Legal Proceedings
42
1A.
Risk Factors
Unregistered Sales of Equity Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
5.
Other Information
6.
Exhibits
43
Signatures
44
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30,
December 31,
2025
2024
(unaudited)
(see Note 1)
ASSETS
Cash and due from banks
$
204,902
237,840
Interest-bearing deposits with banks
3,849,736
3,315,932
Federal funds sold
—
715
Debt securities held for investment (fair value: $561 and $837, respectively)
561
837
Debt securities available for sale at fair value
1,015,380
1,210,917
Loans held for sale
8,920
8,073
Loans held for investment (net of unearned interest)
8,278,247
8,025,110
Allowance for credit losses
(99,511
)
(99,497
Loans, net of allowance for credit losses
8,178,736
7,925,613
Premises and equipment, net
313,769
295,943
Other real estate owned
52,575
33,051
Intangible assets, net
10,548
13,158
Goodwill
182,263
Accrued interest receivable and other assets
380,750
329,972
Total assets
14,198,140
13,554,314
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing
3,816,389
3,907,060
Interest-bearing
8,301,998
7,811,486
Total deposits
12,118,387
11,718,546
Short-term borrowings
11,675
Accrued interest payable and other liabilities
199,077
128,424
Subordinated debt
86,200
86,157
Total liabilities
12,415,339
11,933,127
Stockholders' equity:
Senior preferred stock, $1.00 par; 10,000,000 shares authorized; none issued
Cumulative preferred stock, $5.00 par; 900,000 shares authorized; none issued
Common stock, $1.00 par, 40,000,000 shares authorized; shares issued and outstanding: 33,329,247 and 33,216,519, respectively
33,329
33,217
Capital surplus
194,316
187,062
Retained earnings
1,567,954
1,433,768
Accumulated other comprehensive loss, net of tax benefit of $3,964 and $10,191, respectively
(12,798
(32,860
Total stockholders' equity
1,782,801
1,621,187
Total liabilities and stockholders' equity
The accompanying Notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
Nine Months Ended
INTEREST INCOME
Loans, including fees
143,506
144,024
419,827
413,860
Securities:
Taxable
6,515
8,341
20,408
26,454
Tax-exempt
9
18
56
1
25
44,363
35,266
125,016
97,363
Total interest income
194,393
187,650
565,296
537,758
INTEREST EXPENSE
Deposits
67,648
71,615
199,227
203,507
100
48
158
203
1,030
3,091
Total interest expense
68,778
72,693
202,476
206,801
Net interest income
125,615
114,957
362,820
330,957
Provision for credit losses on loans
4,222
3,031
6,922
10,404
Provision for off-balance-sheet credit exposures
216
489
Total provision for credit losses
4,438
7,411
Net interest income after provision for credit losses
121,177
111,926
355,409
320,553
NONINTEREST INCOME
Trust revenue
5,850
5,672
17,184
16,250
Service charges on deposits
18,131
17,723
52,676
51,431
Securities transactions
492
(308
(581
(258
Sales of loans
916
721
2,382
1,945
Insurance commissions
8,954
9,391
27,284
25,514
Cash management
10,338
9,189
30,962
26,989
Gain/(loss) on sale of other assets
57
(63
1,055
(67
Other
5,128
6,387
15,846
15,752
Total noninterest income
49,866
48,712
146,808
137,556
NONINTEREST EXPENSE
Salaries and employee benefits
57,681
54,215
167,421
157,671
Occupancy, net
6,434
5,776
18,224
16,215
Depreciation
4,725
4,482
14,224
13,542
Amortization of intangible assets
862
886
2,610
2,659
Data processing services
2,901
2,720
8,778
8,032
Net expense from other real estate owned
2,778
2,751
8,377
6,609
Marketing and business promotion
2,126
2,168
6,912
6,670
Deposit insurance
1,736
1,645
5,136
4,697
12,829
12,091
40,768
38,734
Total noninterest expense
92,072
86,734
272,450
254,829
Income before taxes
78,971
73,904
229,767
203,280
Income tax expense
16,317
15,001
48,654
43,402
Net income
62,654
58,903
181,113
159,878
NET INCOME PER COMMON SHARE
Basic
1.88
1.78
5.44
4.84
Diluted
1.85
1.75
5.36
4.76
OTHER COMPREHENSIVE GAIN
Unrealized income on debt securities, net of tax expense of $1,478, $7,387, $6,227 and $7,922, respectively
4,765
23,844
20,062
25,645
Other comprehensive income, net of tax expense of $1,478, $7,387, $6,227 and $7,922, respectively
Comprehensive income
67,419
82,747
201,175
185,523
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
COMMON STOCK
Issued at beginning of period
33,272
33,022
32,933
Shares issued for stock-based compensation plans
101
112
190
Issued at end of period
33,123
CAPITAL SURPLUS
Balance at beginning of period
190,698
178,806
174,695
Common stock issued for stock-based compensation plans
2,561
3,526
4,488
6,002
Stock-based compensation arrangements
1,057
945
2,766
2,580
Balance at end of period
183,277
RETAINED EARNINGS
1,521,631
1,348,905
1,276,305
Dividends on common stock ($0.49, $0.46, $1.41 and $1.32 per share, respectively)
(16,331
(15,236
(46,927
(43,611
1,392,572
ACCUMULATED OTHER COMPREHENSIVE LOSS
Unrealized (losses)/gains on securities:
(17,563
(48,241
(50,042
Net change
(24,397
Total stockholders’ equity
1,584,575
CONSOLIDATED STATEMENTS OF CASH FLOW
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile to net cash provided by operating activities:
Provision for credit losses
Depreciation and amortization
16,834
16,201
Net amortization of securities premiums and discounts
(428
(850
Realized securities losses
581
258
Gain on sales of loans
(2,382
(1,945
Cash receipts from the sale of loans originated for sale
138,729
152,279
Cash disbursements for loans originated for sale
(138,110
(115,407
Deferred income tax benefit
(1,368
(2,812
Gain on sale of other assets
(1,015
(1,259
Increase in interest receivable
(1,426
(3,219
(Decrease)/increase in interest payable
(497
6,491
Amortization of stock-based compensation arrangements
Excess tax benefit from stock-based compensation arrangements
(2,026
(2,188
Other, net
30,314
23,657
Net cash provided by operating activities
230,496
244,068
INVESTING ACTIVITIES
Net decrease in federal funds sold
1,316
Purchases of available for sale debt securities
(508
(522
Proceeds from maturities, calls and paydowns of held for investment debt securities
91
353
Proceeds from maturities, calls and paydowns of available for sale debt securities
222,947
212,768
Purchase of equity securities
(256
(409
Proceeds from paydowns and sales of equity securities
351
Net change in loans
(280,355
(580,760
Net payments on derivative asset contracts
436
(4,295
Purchases of premises, equipment and computer software
(36,763
(21,508
Purchase of tax credits
(17,478
(5,874
10,949
10,156
Net cash used in investing activities
(99,871
(388,422
FINANCING ACTIVITIES
Net change in deposits
399,841
774,230
Net change in short-term borrowings
1,078
Issuance of common stock in connection with stock-based compensation plans, net
4,600
6,192
Cash dividends paid
(45,875
(42,536
Net cash provided by financing activities
370,241
738,964
Net increase in cash, due from banks and interest-bearing deposits
500,866
594,610
Cash, due from banks and interest-bearing deposits at the beginning of the period
3,553,772
2,397,463
Cash, due from banks and interest-bearing deposits at the end of the period
4,054,638
2,992,073
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
202,973
200,309
Cash paid during the period for income taxes
28,731
36,356
Noncash investing and financing activities:
Unpaid common stock dividends declared
16,331
15,236
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BFC-PNC, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst and its subsidiary ("BancFirst"). The principal operating subsidiary of BancFirst is BFTower, LLC. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.
The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
The unaudited interim consolidated financial statements contained herein reflect all adjustments, which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for credit losses, income taxes, the fair value of financial instruments and the valuation of assets and liabilities acquired in a business combination, including identifiable intangible assets. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.
Recent Accounting Pronouncements
Standards Not Yet Adopted:
In November 2024, the Financial Accounting Standards Board (“FASB“) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” requiring disclosure of certain costs and expenses in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments may be applied prospectively or retrospectively to all periods presented. The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.
In December 2023, FASB issued ASU No. 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.
(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS
On May 20, 2025, the Company entered into an agreement to acquire American Bank of Oklahoma ("ABOK"), a privately held community bank headquartered in Collinsville, Oklahoma. ABOK has approximately $385 million in total assets, $280 million in loans, and $320 million in deposits. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. ABOK will operate under its present name until it is merged into BancFirst, which is expected to be in the first quarter of 2026.
(3) SECURITIES
The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
EstimatedFairValue
Mortgage backed securities (1)
States and political subdivisions
60
Other securities
500
Total
December 31, 2024
335
The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:
U.S. treasuries
998,769
(15,489
984,117
U.S. federal agencies
6,767
45
(7
6,805
13,363
17
(1,212
12,168
5,243
(114
5,133
8,000
(843
7,157
1,032,142
903
(17,665
1,216,258
(40,249
1,176,009
8,170
68
(6
8,232
14,807
(1,772
13,044
6,570
(140
6,436
8,163
(967
7,196
1,253,968
83
(43,134
(1) Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.
7
The maturities of debt securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.
Held for Investment
Contractual maturity of debt securities:
Within one year
560
776
After one year but within five years
61
After five years but within ten years
After ten years
Available for Sale
359,472
356,281
335,108
330,076
644,883
633,427
888,721
853,508
12,880
12,006
13,369
12,354
14,907
13,666
16,770
14,979
Total debt securities
The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:
Book value of pledged securities
705,605
918,523
8
There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the Nine months ended September 30, 2025 or September 30, 2024.
Realized gains or losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.
The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at September 30, 2025 and December 31, 2024 respectively:
Less than 12 Months
More than 12 Months
Number of investments
EstimatedFair Value
UnrealizedLosses
36
892,559
15,489
724
409
1,133
Mortgage backed securities
51
11
10,917
1,212
10,928
766
114
1,266
7,158
843
98
1,235
911,809
17,660
913,044
17,665
89,867
1,086,142
39,219
40,249
681
1,181
63
1,214
15
11,498
1,757
12,712
1,772
802
752
138
1,554
140
967
126
92,564
1,051
1,106,088
42,083
1,198,652
43,134
The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities. Furthermore, as of September 30, 2025 and December 31, 2024, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. The Company has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statement of comprehensive income.
(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
Loans held for investment are summarized by portfolio segment as follows:
Real estate:
Commercial real estate owner occupied
937,976
931,709
Commercial real estate non-owner occupied
1,703,037
1,578,483
Construction and development < 60 months
661,882
756,662
Construction residential real estate < 60 months
249,539
250,373
Residential real estate first lien
1,486,440
1,431,265
Residential real estate all other
305,294
275,461
Agriculture
445,530
449,190
Commercial non-real estate
1,458,122
1,363,462
Consumer non-real estate
493,900
478,647
Oil and gas
536,527
509,858
Total (1)
(1) Excludes accrued interest receivable of $41.2 million at September 30, 2025 and $40.9 million at December 31, 2024, that is recorded in accrued interest receivable and other assets.
The Company's loans are currently 83% held by BancFirst and 17% held by Pegasus and Worthington. In addition, approximately 70% of the Company's loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual and related borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained, if any, to secure loans are based upon the Company’s underwriting standards and management’s credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and/or securities. The Company’s interest in collateral is secured through filing mortgages and liens, or by possession of the collateral.
The Company's portfolio segment descriptions and the weighted average remaining life of portfolio segments are disclosed in Note (5) to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Other Real Estate Owned and Repossessed Assets and Loan Modifications
The following is a summary of other real estate owned ("OREO") and repossessed assets:
Other real estate owned and repossessed assets
53,233
33,665
During the nine months ended September 30, 2025 the Company foreclosed on a construction and development real estate loan and recorded $15.6 million in OREO, which was the primary reason for the increase in OREO.
In addition, as of both September 30, 2025 and December 31, 2024, OREO included a commercial real estate property recorded at approximately $31.1 million and $28.1 million, respectively. The increase for this commercial real estate property was due to tenant improvements during the nine months ended September 30, 2025. Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income. Operating expense for this property is included in net expense from other real estate owned in noninterest expense on the consolidated statements of comprehensive income.
This property had the following rental income and operating expenses for the periods presented.
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
Rental income
3,164
3,043
9,487
9,069
Operating expense
2,558
2,601
7,855
7,524
10
During the nine months ended September 30, 2025, the Company sold property held in other real estate owned for a total loss of $40,000, compared to a total gain of $1.3 million in the nine months ended September 30, 2024.
The Company charges interest on principal balances outstanding on modified loans during deferral periods. The current and future financial effects of the recorded balance of loans considered to be modified during the period were not material. The recorded balance of loans modified during the nine months ended September 30, 2025 was approximately $6.0 million compared to $14.8 million during the year ended December 31, 2024.
Nonaccrual loans
The Company did not recognize any interest income on nonaccrual loans for either the nine months ended September 30, 2025 or 2024. In addition, all loans identified as nonaccrual loans have related allowances for credit losses at September 30, 2025 and December 31, 2024, respectively. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $3.6 million for the nine months ended September 30, 2025 and approximately $2.6 million for the nine months ended September 30, 2024.
Nonaccrual loans guaranteed by government agencies totaled approximately $10.0 million at September 30, 2025 and approximately $9.0 million at December 31, 2024.
The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.
16,165
7,957
20,794
8,913
1,210
20,445
1,759
1,481
3,930
5,193
473
653
1,730
2,047
8,867
8,552
1,414
1,028
924
1,715
57,266
57,984
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following tables present an age analysis of the Company's loans held for investment:
Age Analysis of Past Due Loans
30-59 Days Past Due
60-89 Days Past Due
90 DaysandGreater
TotalPast DueLoans
CurrentLoans
Total Loans
AccruingLoans 90Days orMorePast Due
As of September 30, 2025
1,982
9,661
8,984
20,627
917,349
3,505
1,225
1,510
18,529
21,264
1,681,773
1,399
1,490
660,392
248
2,056
247,483
82
6,370
1,272
3,473
11,115
1,475,325
1,286
1,943
463
556
2,962
302,332
401
1,005
1,203
1,503
3,711
441,819
457
2,256
1,605
8,894
12,755
1,445,367
1,462
2,646
1,073
4,922
488,978
518
33
1,412
1,545
534,982
18,646
16,820
46,981
82,447
8,195,800
7,959
As of December 31, 2024
2,810
273
7,963
11,046
920,663
569
603
16,871
610
18,084
1,560,399
317
20,327
20,995
735,667
116
292
622
616
1,530
248,843
9,128
2,118
3,332
14,578
1,416,687
797
1,498
559
828
2,885
272,576
370
1,569
1,357
5,691
8,617
440,573
4,754
4,325
1,019
5,983
11,327
1,352,135
356
3,748
907
1,173
5,828
472,819
504
1,111
458
232
1,801
508,057
25,401
24,535
46,755
96,691
7,928,419
7,739
Credit Quality Indicators
The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions. These indicators are reviewed and updated regularly throughout the year. An internal risk grading system is used to indicate the credit risk of loans. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions. The general characteristics of the risk grades and the table summarizing the Company’s gross loans held for investment by year of origination and internally assigned credit grades as of December 31, 2024, are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Company’s revolving loans that are converted to term loans are not material and therefore have not been presented.
The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades:
12
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
2023
2022
2021
Prior
Amortized Cost Basis
Grade 1
75,122
70,456
92,092
117,486
84,117
170,157
12,630
622,060
Grade 2
52,310
36,726
29,313
47,634
45,787
55,469
7,883
275,122
Grade 3
1,747
4,024
10,863
4,224
4,269
2,570
27,835
Grade 4
9,583
599
13
609
2,097
58
12,959
Total commercial real estate owner occupied
129,179
120,789
132,867
169,357
134,782
230,293
20,709
142,429
116,888
176,137
262,651
114,698
154,866
11,887
979,556
138,949
66,898
157,707
140,525
101,760
78,531
14,715
699,085
3,356
666
930
513
5,465
17,840
115
64
262
28
18,309
Grade 5
Total commercial real estate non-owner occupied
284,734
202,248
334,625
404,170
217,233
233,425
26,602
90,161
84,331
75,901
86,717
6,482
12,135
30,238
385,965
85,003
45,142
77,790
36,836
1,901
15,312
9,413
271,397
3,069
32
37
35
117
3,290
59
816
139
1,230
Total construction and development < 60 months
178,292
129,505
153,728
124,404
8,599
27,703
39,651
114,433
27,539
1,948
2,229
88
447
5,385
152,069
68,991
19,229
212
5,549
94,017
1,337
250
108
1,695
813
206
1,758
Total construction residential real estate < 60 months
185,574
47,640
2,101
2,647
11,042
189,404
198,149
171,404
173,988
128,007
220,927
5,147
1,087,026
65,536
77,693
52,921
49,467
38,097
64,856
16,879
365,449
6,107
4,737
3,461
2,943
3,254
5,711
26,213
263
2,024
1,215
890
1,145
2,215
7,752
Total residential real estate first lien
261,310
282,603
229,001
227,288
170,503
293,709
22,026
30,361
32,299
20,433
16,989
4,688
13,500
54,635
172,905
5,219
6,630
4,810
3,777
1,079
4,373
98,709
124,597
877
667
531
184
276
2,960
5,968
472
144
141
931
1,824
Total residential real estate all other
36,929
39,664
25,918
21,018
6,043
18,487
157,235
38,300
27,196
31,679
30,379
22,984
48,761
43,394
242,693
42,272
27,054
20,291
15,840
10,998
22,950
41,001
180,406
1,403
1,654
1,933
2,782
1,147
3,792
6,962
19,673
110
743
193
746
284
557
125
2,758
Total Agriculture
82,085
56,647
54,096
49,747
35,413
76,060
91,482
98,595
95,488
62,924
92,121
80,450
55,739
389,275
874,592
91,386
77,032
69,492
36,190
9,123
7,194
244,435
534,852
1,521
1,886
1,916
1,345
359
37,068
44,220
823
577
993
910
3,808
318
217
650
Total commercial non-real estate
192,325
175,301
135,330
130,783
90,059
63,284
671,040
164,226
116,451
66,756
30,515
12,935
4,518
16,981
412,382
17,942
15,570
11,644
6,669
2,664
1,040
16,307
71,836
1,081
1,463
1,663
834
530
257
5,838
1,875
701
494
175
65
3,844
Total consumer non-real estate
185,124
134,015
80,764
38,512
16,304
5,880
33,301
89,940
10,827
9,121
3,508
8,234
2,643
258,117
382,390
51,855
7,976
5,628
3,287
2,571
2,709
76,250
150,276
154
40
2,270
3,481
344
380
Total oil and gas
142,762
18,820
14,782
6,795
10,995
5,736
336,637
Total loans held for investment
1,678,314
1,207,232
1,163,212
1,174,721
690,019
955,024
1,409,725
The following tables summarize the Company's gross charge-offs by year of origination for the periods indicated:
Three months ended September 30, 2025
Current-period gross charge-offs
29
1,006
22
50
19
55
254
340
176
85
23
745
Total current-period gross charge-offs
87
1,472
253
168
75
66
2,139
2020
Three months ended September 30, 2024
189
24
20
84
298
166
124
38
431
236
264
430
47
94
1,086
14
Nine months ended September 30, 2025
1,233
1,234
3,744
104
178
346
981
93
587
647
219
52
70
1,686
136
2,003
449
3,894
7,988
Nine months ended September 30, 2024
27
79
1,247
374
149
96
324
4,132
187
624
338
1,372
92
266
1,967
1,115
145
435
1,928
6,154
Allowance for Credit Losses Methodology
The Company determines its provision for credit losses and allowance for credit losses using the current expected credit loss methodology that is referred to as the current expected credit loss ("CECL") model. The allowance for current expected credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The allowance for credit losses methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The following tables detail activity in the allowance for credit losses on loans for the periods presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
Allowance for Credit Losses
Charge-offs
Recoveries
Net charge-offs
Provision for/(benefit from) credit losses on loans
Three Months Ended September 30, 2025
7,248
(29
71
7,531
35,217
(1,006
1,268
35,479
4,907
(77
4,830
2,265
2,527
4,645
(48
(38
162
4,769
1,821
(50
(22
208
2,007
5,131
(10
5,126
24,047
(254
(78
920
24,889
4,837
(745
(631
891
5,097
6,870
386
7,256
96,988
(2,139
440
(1,699
99,511
Three Months Ended September 30, 2024
7,370
46
(8
7,408
33,867
(189
(95
(26
33,746
6,780
1,575
8,355
3,519
(178
3,341
5,572
(85
159
5,646
1,729
(47
1,737
5,917
(33
(15
21,475
(298
(198
983
22,260
4,383
(431
(381
378
4,380
9,014
78
9,092
99,626
(1,086
311
(775
101,882
16
Nine Months Ended September 30, 2025
6,869
(110
631
33,097
(1,234
3,616
8,671
(3,744
(3,738
(103
2,336
(25
213
4,568
(104
(82
283
1,741
49
(14
280
5,696
(41
30
(11
(559
24,150
(981
551
(430
1,169
4,833
(1,686
278
(1,408
1,672
7,536
(280
99,497
(7,988
1,080
(6,908
Nine Months Ended September 30, 2024
7,483
77
62
(137
33,080
(203
(109
775
3,950
4,405
3,414
(3
(70
4,914
(175
(150
882
1,646
(79
(68
6,137
(83
(172
22,745
(4,132
413
(3,719
3,234
4,401
(1,372
177
(1,195
1,174
9,030
(92
96,800
(6,154
832
(5,322
Purchased Credit Deteriorated Loans
The Company has previously purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The Company did not purchase credit-deteriorated loans during the nine months ended September 30, 2025 or September 30, 2024.
Collateral Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the nine months ended September 30, 2025 and 2024, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. The following tables summarize collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows:
Collateral Type
Real Estate
Business Assets
Other Assets
Specific Allocation
4,445
4,996
585
2,473
644
859
251
829
229
410
160
207
147
164
8,089
1,978
1,089
Total collateral-dependent loans held for investment
9,301
9,893
636
19,830
4,504
7,890
879
20,142
3,755
300
34
1,584
1,707
688
10,087
10,195
2,222
399
242
30,222
10,197
520
40,939
Non-Cash Transfers from Loans and Premises and Equipment
Transfers from loans and premises and equipment to OREO and repossessed assets are non-cash transactions, and are not included in the consolidated statements of cash flow.
Transfers from loans and premises and equipment to OREO and repossessed assets during the periods presented are summarized as follows:
Nine Months Ended September 30,
19,174
10,111
Repossessed assets
2,245
2,332
21,419
12,443
(5) INTANGIBLE ASSETS AND GOODWILL
The following is a summary of intangible assets as of the date listed:
GrossCarryingAmount
AccumulatedAmortization
NetCarryingAmount
Core deposit intangibles
33,550
(23,024
10,526
Customer relationship intangibles
3,350
(3,328
36,900
(26,352
(20,454
13,096
(3,288
(23,742
The following is a summary of goodwill by business segment:
BancFirst Metropolitan Banks
BancFirst Community Banks
Pegasus
Worthington
Other Financial Services
Executive, Operations & Support
Consolidated
Balance at beginning and end of period
13,767
61,420
68,855
32,133
5,464
Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
(6) SUBORDINATED DEBT
In 2004, BFC Capital Trust II (“BFC II”), issued $26 million of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Cumulative Trust Preferred Securities”) to other investors. The proceeds from the sale of the Cumulative Trust Preferred Securities and the common securities of BFC II were invested in $26.8 million of 7.20% Junior Subordinated Debentures of the Company. Interest payments on the $26.8 million of 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. Such interest payments may be deferred for up to twenty consecutive quarters. The stated maturity date of the $26.8 million of 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Cumulative Trust Preferred Securities represent an undivided interest in the $26.8 million of 7.20% Junior Subordinated Debentures and are guaranteed by the Company. During any deferral period or during any event of default, the Company may not declare or pay any dividends on any of its capital stock. The Cumulative Trust Preferred Securities have been callable at par, in whole or in part, since March 31, 2009.
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”) to various institutional accredited investors. The sale of the Subordinated Notes was pursuant to a Subordinated Note Purchase Agreement entered into with each of the investors. The Subordinated Notes qualify as Tier 2 capital under bank regulatory guidelines. The net proceeds to the Company from the sale of the Subordinated Notes were approximately $59.15 million net of commissions and offering expenses. The Company used the proceeds from the sale of the Subordinated Notes for general corporate purposes. The Subordinated Notes initially bear interest at a fixed rate of 3.50% per annum, from and including June 17, 2021 to but excluding June 30, 2031, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2021. Then, from and including June 30, 2031, to but excluding the maturity date, the Subordinated Notes will bear interest at a floating rate equal to the benchmark (initially, three-month term SOFR), reset quarterly, plus a spread of 229 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Subordinated Notes mature on June 30, 2036.
The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part. In addition, the Company may redeem all, but not less than all, of
the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes). Any such redemption is subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (or its designee). The redemption price with respect to any such redemption will be equal to 100% of the principal amount of the Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the redemption date.
(7) STOCK-BASED COMPENSATION
On May 25, 2023, the stockholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. At September 30, 2025 there were 434,925 shares available for future grants. The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSU's are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.
The following table is a summary of the activity under the Company's RSU plan.
Wgtd. Avg.
Restricted
Grant Date
Stock Units
Fair Value
Nonvested at December 31, 2024
42,825
90.35
Granted
23,000
129.56
Vested
(1,815
96.39
Forfeited
(750
109.61
Nonvested at September 30, 2025
63,260
104.21
The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of September 30, 2025, there are 29,559 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2030, if not extended. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. There were 6,462 and 5,022 shares of common stock distributed from the Deferred Stock Compensation Plan during the nine months ended September 30, 2025 and 2024, respectively.
A summary of the accumulated stock units under the Deferred Stock Compensation Plan is as follows:
Accumulated stock units
120,610
120,984
Average price
49.32
44.70
The Company terminated the BancFirst Corporation Stock Option Plan (the “Employee Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.
The Company terminated the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.
The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Options
Price
Term
Value
(Dollars in thousands, except option data)
Outstanding at December 31, 2024
947,921
58.42
Options exercised
(104,451
42.19
Options canceled, forfeited, or expired
(5,000
90.56
Outstanding at September 30, 2025
838,470
60.25
9.31 Yrs.
55,506
Exercisable at September 30, 2025
359,720
46.40
7.33 Yrs.
28,794
The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:
Total intrinsic value of options exercised
4,785
6,846
8,965
11,931
Cash received from options exercised
2,618
3,639
4,406
6,061
Tax benefit realized from options exercised
1,150
2,155
2,868
The Company currently uses newly issued shares for stock-based compensation plans, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.
Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company. The Company had no cash settlements during the nine months ended September 30, 2025 or September 30, 2024.
Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income. The components of stock-based compensation expense for all share-based compensation plans and related tax benefits are as follows:
Stock-based compensation expense
Tax benefit
227
665
620
Stock-based compensation expense, net of tax
803
718
1,960
The Company amortizes the unearned stock-based compensation expense over the remaining vesting period of approximately five years for unvested stock options and six years for unvested RSU's. The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSU's:
Unearned stock-based compensation expense for unvested stock options
5,699
Unearned stock-based compensation expense for unvested RSU's
5,467
(8) STOCKHOLDERS’ EQUITY
The Company has adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used to purchase treasury stock for the issuance of stock related to stock-based compensation plans, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity
21
for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP is determined by management and approved by the Company’s Executive Committee.
The following table is a summary of the shares under the SRP:
Shares remaining to be repurchased
479,784
BancFirst Corporation, BancFirst, Pegasus and Worthington are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of assets, liabilities and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s consolidated financial statements. The Company believes that as of September 30, 2025, BancFirst Corporation, BancFirst, Pegasus and Worthington each met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:
To Be Well
Required For Capital
With Capital
Capitalized Under Prompt
Actual
Adequacy Purposes
Conservation Buffer
Corrective Action Provisions
Amount
Ratio
As of September 30, 2025:
Total Capital
(to Risk Weighted Assets)-
1,788,184
19.93%
717,643
8.00%
941,906
10.50%
N/A
BancFirst
1,344,276
18.15%
592,410
777,538
740,513
10.00%
167,275
16.58%
80,723
105,949
100,904
61,034
12.66%
38,559
50,608
48,199
Common Equity Tier 1 Capital
1,602,788
17.87%
403,674
4.50%
627,937
7.00%
1,238,745
16.73%
333,231
518,359
481,333
6.50%
156,926
15.55%
45,407
70,633
65,588
56,442
11.71%
21,689
33,739
31,329
Tier 1 Capital
1,628,788
18.16%
538,232
6.00%
762,495
8.50%
1,258,745
17.00%
444,308
629,436
60,542
85,768
28,919
40,969
(to Quarterly Average Assets)-
11.64%
559,539
4.00%
10.62%
474,081
592,602
5.00%
10.68%
58,795
73,493
9.41%
23,990
29,987
As of September 30, 2025, BancFirst, Pegasus and Worthington were classified by the Federal Reserve as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. The Company’s trust preferred
securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital. BancFirst, Pegasus and Worthington have had no events or conditions that management believes would materially change their category under capital requirements existing as of the report dates.
(9) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
(Numerator)
Income available to common stockholders
(Denominator)
Weighted average shares outstanding for basic earnings per common share
33,310,290
33,097,164
33,266,315
33,015,741
Dilutive effect of stock compensation
553,839
549,385
545,955
551,376
Weighted-average shares outstanding for diluted earnings per common share
33,864,129
33,646,549
33,812,270
33,567,117
Basic earnings per share
Diluted earnings per share
The following table shows the number of options and RSU's that were excluded from the computation of diluted net income per common share for each period because they were anti-dilutive for the period:
Shares
10,134
204,005
6,737
250,142
(10) FAIR VALUE MEASUREMENTS
Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.
FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis
A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.
Debt Securities Available for Sale
Debt securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other debt securities available for sale including U.S. federal agencies, registered mortgage backed debt securities and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and a bond’s terms and conditions, among other things. The Company also invests in private label mortgage backed debt securities for which observable information is not readily available. These debt securities are reported at fair value utilizing Level 3 inputs. For these debt securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors. Discount rates are primarily based on reference to interest rate spreads on comparable debt securities of similar duration and credit rating as determined by the nationally recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar debt securities.
The Company reviews the prices for Level 1 and Level 2 debt securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio debt securities that are esoteric or that have complicated structures. The Company’s portfolio primarily consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through debt securities, general obligation municipal bonds and municipal revenue bonds. Pricing for such instruments is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters for pricing mentioned in the preceding paragraph adjusted for the specific issue. Periodically, the Company will validate prices supplied by the independent pricing service by comparison to prices obtained from third party sources.
Derivatives
Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options. The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Total Fair Value
Debt securities available for sale:
U.S. Treasury
Mortgage-backed securities
5,013
120
Other debt securities
Derivative assets
15,881
Derivative liabilities
14,396
6,286
150
10,479
9,105
The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:
Twelve Months Ended December 31,
Balance at the beginning of the year
180
Settlements
(30
Balance at the end of the period
The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the nine months ended September 30, 2025, and the year ended December 31, 2024, the Company did not transfer any debt securities.
Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.
The Company invests in equity securities without readily determinable fair values and utilizes Level 3 inputs. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.
Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. When the Company determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. In no case does the fair value of a collateral dependent loan exceed the fair value of the underlying collateral. The collateral dependent loans are adjusted to fair value through a specific allocation of the allowance for credit losses or a direct charge-down of the loan.
Repossessed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible credit losses based upon the fair value of the repossessed asset.
Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.
The following table summarizes assets measured at fair value on a nonrecurring basis during the period presented. These nonrecurring fair values do not represent all assets, only those assets that have been adjusted during the reporting period:
Level 3
As of and for the Year-to-date Period Ended September 30, 2025
Equity securities
8,342
Collateral dependent loans
2,855
21,095
As of and for the Year-to-date Period Ended December 31, 2024
13,014
7,337
614
32,868
Estimated Fair Value of Financial Instruments
The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
Cash and Cash Equivalents Include: Cash and Due from Banks and Interest-Bearing Deposits with Banks
The carrying amount of these short-term instruments is based on a reasonable estimate of fair value.
Federal Funds Sold
The carrying amount of these short-term instruments is a reasonable estimate of fair value.
Debt Securities Held for Investment
For debt securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar debt securities making adjustments for credit or liquidity if applicable. For debt securities held for investment for which observable information is not readily available, the Company reports these at fair value utilizing Level 3 inputs.
Loans Held for Sale
The Company originates mortgage loans to be sold. At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs. Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.
Loans Held for Investment
To determine the fair value of loans held for investment, the Company uses an exit price calculation, which takes into account factors such as liquidity, credit and the nonperformance risk of loans. For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.
Short-Term Borrowings
The amounts payable on these short-term instruments are reasonable estimates of fair value.
Subordinated Debt
The fair values of subordinated debt are estimated using the rates that would be charged for subordinated debt of similar remaining maturities.
Loan Commitments and Letters of Credit
The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.
26
The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:
CarryingAmount
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents
Debt securities held for investment
Level 3 inputs:
835
9,032,951
8,643,418
FINANCIAL LIABILITIES
11,428,081
10,966,958
81,176
77,998
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
Loan commitments
4,030
4,313
Letters of credit
630
769
Non-financial Assets and Non-financial Liabilities Measured at Fair Value
The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. In addition, the Company has no non-financial liabilities measured at fair value on a nonrecurring basis. Non-financial assets measured at fair value on a nonrecurring basis include intangible assets. The intangible assets are evaluated at least annually for impairment. The overall levels of non-financial assets measured at fair value on a nonrecurring basis were not considered to be significant to the Company at September 30, 2025 or December 31, 2024.
(11) DERIVATIVE FINANCIAL INSTRUMENTS
The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, to mitigate the exposure to fluctuations in oil and gas prices, the Company simultaneously enters into an offsetting contract with a counterparty. These derivatives are not designated as hedged instruments and are recorded on the Company's consolidated balance sheet at fair value and are included in other assets. The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices. At September 30, 2025 and December 31, 2024, the Company had a margin asset included in other assets in the amount of $48,000 and $463,000, respectively.
The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:
Oil and Natural Gas Swaps and Options
Notional Units
NotionalAmount
(Notional amounts and dollars in thousands)
Oil
Barrels
2,591
10,596
2,404
7,507
(2,591
(9,963
(2,404
(6,860
Gas/Natural Gas Liquids
MMBTUs/Gallons
33,048
5,285
25,561
2,972
(33,048
(4,433
(25,561
(2,245
Included in
Other assets
Other liabilities
(14,396
(9,105
The following table is a summary of the Company's recognized income related to the activity, which was included in other noninterest income:
Three Months Ended September 30,
Derivative income
279
The Company's credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts represents the profit derived from the activity and is unaffected by the market price movements. The Company's share of total profit is approximately 35%.
Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Moody's) and monitoring market information.
The following table is a summary of the Company's net credit exposure relating to oil and gas swaps and options with bank counterparties:
Credit exposure
15,778
8,074
Balance Sheet Offsetting
Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company's derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association ("ISDA") master agreements, which include "right of set-off" provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.
(12) SEGMENT INFORMATION
The Company, along with its chief operating decision maker (CODM), which is BancFirst Corporation's Chief Executive Officer, evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The financial information for each business unit is presented on the basis used internally by management and the CODM to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units. Capital expenditures are generally charged to the business unit using the asset.
The six principal business units are BancFirst metropolitan banks, BancFirst community banks, Pegasus, Worthington, other financial services and executive, operations, support and eliminations. BancFirst metropolitan banks, BancFirst community banks, Pegasus and Worthington offer traditional banking products such as commercial and retail lending and a full line of deposit accounts. BancFirst metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. BancFirst community banks consist of banking locations in communities in Oklahoma outside the Oklahoma City and Tulsa metropolitan areas. Pegasus consists of banking locations in the Dallas metropolitan area. Worthington consists of banking locations in the Arlington, Fort Worth and Denton Texas. Other financial services are specialty product business units including guaranteed small business lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations, support and eliminations group represents executive management, operational support, corporate functions that are not allocated to the other business units and elimination adjustments to consolidate the business units.
The results of operations and selected financial information for the six business units are as follows:
BancFirst MetropolitanBanks
BancFirst CommunityBanks
OtherFinancialServices
Executive, Operations, Support and Eliminations
Interest income
50,791
111,871
21,634
9,108
2,568
(1,579
Interest expense
20,212
41,069
8,282
2,673
1,039
(4,497
1,299
2,075
252
Noninterest income
6,347
18,418
(66
16,951
7,759
468
2,672
118
137
2,026
5,587
Other noninterest expense
11,858
36,548
5,626
3,625
10,867
17,961
86,485
23,301
47,925
7,695
2,537
7,075
(9,562
55,275
106,966
21,331
8,252
2,593
(6,767
25,061
43,267
8,482
3,577
1,229
(8,923
Total provision for/(benefit from) credit losses
798
791
5,692
17,787
394
238
16,241
8,360
2,453
121
5,368
11,164
34,748
5,375
3,496
10,694
15,889
81,366
23,426
43,494
7,188
1,273
6,787
(8,264
149,462
326,952
61,737
26,764
7,582
(7,201
60,679
120,633
23,168
8,864
2,997
(13,865
1,732
3,532
586
384
412
765
18,870
54,845
1,633
47,784
23,277
1,334
7,952
495
406
6,234
35,359
107,086
16,851
11,138
34,828
50,354
255,616
69,228
142,594
22,352
6,282
16,723
(27,412
Capital expenditures
4,100
11,622
134
1,088
18,551
36,763
Loans held for investment
2,562,711
4,145,827
927,560
483,611
100,805
57,733
3,567,836
8,102,009
1,607,512
642,205
15,696
262,882
2,899,907
7,465,883
1,360,582
550,622
(158,607
159,079
308,459
59,728
23,594
7,265
(20,367
71,533
123,039
24,649
10,068
3,779
(26,267
2,503
3,283
3,390
174
16,423
50,591
1,053
709
44,917
23,863
1,601
7,374
482
479
366
5,899
32,899
100,801
15,815
10,896
30,705
47,512
238,628
66,966
124,553
16,445
2,686
17,261
(24,631
3,421
7,535
383
4,720
196
5,253
21,508
September 30, 2024
2,624,448
4,046,879
870,081
442,417
98,355
98,181
8,180,361
3,484,436
7,672,481
1,506,885
627,105
93,819
(71,244
13,313,482
2,679,414
7,062,544
1,295,341
540,390
(103,337
11,474,352
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition as of September 30, 2025 and December 31, 2024 and results of operations for the three and nine months ended September 30, 2025 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2024, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2024 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.
FORWARD LOOKING STATEMENTS
The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
Actual results may differ materially from forward-looking statements.
SUMMARY
The Company’s net income for the third quarter of 2025 was $62.7 million, compared to $58.9 million for the third quarter of 2024. Diluted net income per common share was $1.85 and $1.75 for the third quarter of 2025 and 2024, respectively.
The Company’s net interest income for the third quarter of 2025 increased to $125.6 million from $115.0 million for the third quarter of 2024. Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income. Net interest margin improved slightly to 3.79% for the third quarter of 2025 from 3.78% for the third quarter of 2024. The Company recorded a provision for credit losses on loans of $4.2 million in the third quarter of 2025 compared to $3.0 million for the third quarter of 2024.
Noninterest income for the third quarter of 2025 totaled $49.9 million compared to $48.7 million for the third quarter of 2024. Trust revenue, treasury income, sweep fees and securities transactions each increased when compared to third quarter last year.
Noninterest expense grew to $92.1 million for the third quarter of 2025 compared to $86.7 million in the same quarter in 2024. The increase in noninterest expense was primarily due to growth in salaries and employee benefits of $3.5 million. Also contributing to the increase was occupancy expense, due largely to repairs and maintenance, and increases in other noninterest expense driven primarily by professional fees.
At September 30, 2025, the Company’s total assets were $14.2 billion, an increase of $643.8 million from December 31, 2024. Loans grew $254.0 million from December 31, 2024, totaling $8.3 billion at September 30, 2025. Deposits totaled $12.1 billion, an increase of $399.8 million from year-end 2024. Off-balance-sheet sweep accounts totaled $4.9 billion at September 30, 2025, down $316.4 million from December 31, 2024. The Company’s total stockholders’ equity was $1.8 billion, an increase of $161.6 million over December 31, 2024.
Asset quality continued to be strong. Nonaccrual loans totaled $57.3 million, representing 0.69% of total loans at September 30, 2025, down from 0.72% at year-end 2024. The allowance for credit losses to total loans was 1.20% at September 30, 2025, down from 1.24% at December 31, 2024. Net charge-offs were $1.7 million for the third quarter of 2025, compared to $775,000 for the third quarter of 2024.
See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See Note (1) of the Notes to the Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements since December 31, 2024, the date of its most recent annual report to stockholders.
SEGMENT INFORMATION
See Note (12) of the Notes to the Consolidated Financial Statements for disclosures regarding business segments.
RESULTS OF OPERATIONS
Average Balances, Income, Expenses and Rates
The following tables present certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. For these computations: (i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $5.1 million for the three months ended September 30, 2025 compared to $5.0 million for the three months ended September 30, 2024. Loan fees included in interest income were $15.2 million for the nine months ended September 30, 2025 compared to $15.9 million for the nine months ended September 30, 2024.
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
Taxable Equivalent Basis
Interest
Average
Income/
Yield/
Balance
Expense
Rate
Earning assets:
Loans
8,167,950
143,698
6.98
%
8,103,297
144,179
7.06
Securities – taxable
1,061,971
2.43
1,406,344
2.35
Securities – tax exempt
1,246
3.47
2,374
3.87
Federal funds sold and interest-bearing deposits with banks
3,937,525
4.47
2,574,083
35,267
Total earning assets
13,168,692
194,587
5.86
12,086,098
187,810
6.17
Nonearning assets:
205,722
195,636
Interest receivable and other assets
882,858
810,781
(97,456
(99,967
Total nonearning assets
991,124
906,450
14,159,816
12,992,548
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Money market and interest-bearing checking deposits
5,386,505
41,263
3.04
5,064,491
47,386
3.71
Savings deposits
1,230,646
9,763
3.15
1,078,383
9,277
3.41
Time deposits
1,627,672
16,622
4.05
1,275,206
14,952
4.65
9,304
4.28
4,423
4.30
86,192
4.74
86,134
Total interest-bearing liabilities
8,340,319
3.27
7,508,637
3.84
Interest-free funds:
Noninterest-bearing deposits
3,888,147
3,793,962
Interest payable and other liabilities
178,438
146,868
Stockholders’ equity
1,752,912
1,543,081
Total interest free funds
5,819,497
5,483,911
Total liabilities and stockholders’ equity
125,809
115,117
Net interest spread
2.59
2.33
Effect of interest free funds
1.20
1.45
Net interest margin
3.79
3.78
Loans (1)
8,094,825
420,408
6.94
7,916,192
414,274
6.97
Debt securities – taxable
1,131,722
2.41
1,484,049
2.37
Debt securities – tax exempt
1,849
3.99
2,474
3.80
3,739,945
125,017
2,370,685
97,388
5.47
12,968,341
565,888
5.83
11,773,400
538,187
6.09
210,268
200,515
860,558
807,891
(98,344
(98,327
972,482
910,079
13,940,823
12,683,479
Transaction deposits
5,337,406
122,546
3.07
4,933,831
136,899
3.70
1,185,171
28,037
3.16
1,070,512
27,502
3.42
1,563,089
48,644
4.16
1,146,042
39,106
4.55
4,930
5,673
86,177
4.80
86,120
4.78
8,176,773
3.31
7,242,178
3,906,936
3,818,752
159,434
132,698
1,697,680
1,489,851
5,764,050
5,441,301
363,412
331,386
2.52
2.29
1.23
1.46
3.75
Selected income statement data and other selected data for the comparable periods were as follows:
SELECTED CONSOLIDATED FINANCIAL DATA
Income Statement Data
Per Common Share Data
Net income – basic
Net income – diluted
Cash dividends
0.49
0.46
1.41
1.32
Performance Data
Return on average assets
1.76
1.80
1.74
1.68
Return on average stockholders’ equity
14.18
15.14
14.26
14.30
Cash dividend payout ratio
26.06
25.84
25.92
27.27
Efficiency ratio
52.47
52.99
53.46
54.39
Net charge-offs to average loans
0.02
0.01
0.08
0.07
Net Interest Income
For the three months ended September 30, 2025, net interest income, which is the Company’s principal source of operating revenue, increased $10.7 million or 9.3% compared to the three months ended September 30, 2024. Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period.
Net interest income for the nine months ended September 30, 2025 increased $31.9 million or 9.6% compared to the nine months ended September 30, 2024. Higher loan volume along with general growth in earning assets were the primary drivers to the increase.
Provision for Credit Losses on loans
The Company establishes an allowance as an estimate of the expected credit losses in the loan portfolio at the balance sheet date. Management believes the allowance for credit losses is appropriate based upon management’s best estimate of expected losses within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change which could affect the amount of future provisions for credit losses.
Net loan charge-offs were $1.7 million for the third quarter of 2025 compared to net loan charge-offs of $775,000 for the third quarter of 2024. The rate of net charge-offs to average total loans continues to be at a low level.
Net loan charge-offs were $6.9 million for the nine months ended September 30, 2025, compared to $5.3 million for the same period of the prior year.
Noninterest Income
Noninterest income increased by $1.2 million for the third quarter of 2025 compared to the third quarter of 2024. Trust revenue, treasury income, sweep fees and securities transactions each increased when compared to third quarter last year.
Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $8.3 million and $8.2 million for the three months ended September 30, 2025 and 2024, respectively. This represents 16.6% and 16.9% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card usage and interchange fees totaling $6.9 million and $6.7 million during the three months ended September 30, 2025 and 2024, respectively. This represents 13.8% and 13.7% of the Company’s noninterest income for the respective periods.
Noninterest income increased by $9.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Trust revenue, treasury income, sweep fees, insurance commissions and gain on sale of other assets each increased when compared to the same period last year.
Noninterest income included NSF and overdraft fees totaling $23.3 million and $22.7 million during the nine months ended September 30, 2025 and 2024, respectively. This represents 15.9% and 16.5% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card usage and interchange fees totaling $20.3 million and $20.0 million during the nine months ended September 30, 2025 and 2024, respectively. This represents 13.8% and 14.5% of the Company’s noninterest income for the respective periods.
Noninterest Expense
Noninterest expense increased by $5.3 million for third quarter of 2025 compared to the third quarter of 2024. The increase in noninterest expenses was primarily related to growth in salaries and employee benefits of $3.5 million. Also contributing to the increase was occupancy expense, due largely to repairs and maintenance, and increases in other noninterest expense driven primarily by professional fees.
For the nine months ended September 30, 2025, noninterest expense increased by $17.6 million compared to the nine months ended September 30, 2024. Higher noninterest expenses in 2025 were primarily related to growth in salaries and employee benefits of $9.8 million, an increase in occupancy expense of $2.0 million and an increase in the net expense from other real estate owned of $1.8 million. In addition, the Company recorded an expense related to the disposition of certain equity investments no longer permissible under the Volcker Rule, which prohibits banks with more than $10 billion in assets from holding certain private equity investments.
Income Taxes
The Company’s effective tax rate was 20.7% for the third quarter of 2025, compared to 20.3% for the third quarter of 2024.
The Company’s effective tax rate was 21.2% for the nine months ended September 30, 2025, compared to 21.4% for the nine months ended September 30, 2024.
The primary reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.
FINANCIAL POSITION
Balance Sheet Data
Debt securities
1,015,941
1,211,754
Total loans (net of unearned interest)
8,287,167
8,033,183
Noninterest-bearing demand deposits
5,393,791
5,231,327
1,251,394
1,110,020
1,656,813
1,470,139
Stockholders' equity
Book value per share
53.49
48.81
Tangible book value per share (non-GAAP)(1)
47.71
42.92
Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2)
Less goodwill
Less intangible assets, net
Tangible stockholders' equity (non-GAAP)
1,589,990
1,425,766
Common shares outstanding
33,329,247
33,216,519
Tangible book value per share (non-GAAP)
Selected Financial Ratios
Balance Sheet Ratios:
Average loans to deposits (year-to-date)
67.50
71.50
Average earning assets to total assets (year-to-date)
93.02
92.91
Average stockholders’ equity to average assets (year-to-date)
12.18
11.78
Asset Quality Data
Loans past due 90 days and still accruing
Nonaccrual loans (3)
Asset Quality Ratios:
Nonaccrual loans to total loans
0.69
0.72
Allowance for credit losses to total loans
1.24
Allowance for credit losses to nonaccrual loans
173.77
171.59
(1) Refer to the “Reconciliation of Tangible Book Value per Common Share (non-GAAP)” table.
(2) Tangible book value per common share is stockholders’ equity less goodwill and intangible assets, net, divided by common shares outstanding. This amount is a non-GAAP financial measure but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of the Company. This measure should not be considered a substitute for operating results determined in accordance with GAAP.
(3) Government agencies guaranteed approximately $10.0 million of nonaccrual loans at September 30, 2025.
Cash and Due from Banks, Federal Funds Sold and Interest-Bearing Deposits with Banks
The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $500.2 million or 14.1%, to $4.1 billion from December 31, 2024 to September 30, 2025. The increase was related to an increase of interest-bearing deposits in addition to maturing securities.
Securities
At September 30, 2025, total debt securities decreased $195.8 million, or 16.2% compared to December 31, 2024. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The unrealized loss on debt securities available for sale, before taxes, was $16.8 million at September 30, 2025, compared to an unrealized loss of $43.1 million at December 31, 2024. These unrealized losses, net of income taxes, of $12.8 million at September 30, 2025 and $32.9 million at December 31, 2024 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss. During the nine months ended September 30, 2025, the Company purchased $508,000 of debt securities compared to $522,000 during the nine months ended September 30, 2024. The Company did not sell any debt securities during the nine months ended September 30, 2025 or 2024. The Company did not recognize a gain or loss on debt securities during the nine months ended September 30, 2025 or 2024. The Company had maturities and paydowns of debt securities totaling $223.0 million during the nine months ended September 30, 2025 and $213.1 million during the nine months ended September 30, 2024.
See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s securities.
At September 30, 2025, total loans increased $254.0 million or 3.2% compared to December 31, 2024 as a result of internal loan growth. Of the total increase in loans, commercial real estate made up the largest increase with $130.8 million. The internal loan growth was primarily from the Company's Oklahoma subsidiary BancFirst.
See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.
The overall credit quality of the Company's loan portfolio has remained strong. If unforeseen adverse changes occur in the national or local economy, or in the credit markets, it would be reasonable to expect that the allowance for credit losses would increase in future periods.
Nonaccrual Loans
Nonaccrual loans totaled $57.3 million at September 30, 2025 compared to $58.0 million at December 31, 2024. The Company’s nonaccrual commercial non-real estate loans made up 15% and nonaccrual commercial real estate made up 65% of nonaccrual loans. Nonaccrual loans negatively impact the Company’s net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of both interest and principal is in serious doubt. Interest income is not recognized until the principal balance is fully collected. However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $3.6 million for the nine months ended September 30, 2025 and $2.6 million for the nine months ended September 30, 2024. Only a small amount of this interest is expected to be ultimately collected. Approximately $10.0 million of nonaccrual loans were guaranteed by government agencies at September 30, 2025.
The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections decline. The above normal risk associated with nonaccrual loans has been considered in the determination of the allowance for credit losses. The level of nonaccrual loans and credit losses could rise over time as a result of adverse economic conditions.
Modified Loans
The current and future financial effects of the recorded balance of loans considered to be modified during the period were not material. The recorded balance of loans modified during the nine months ended September 30, 2025 was approximately $6.0 million compared to $14.8 million during the year ended December 31, 2024.
Other Real Estate Owned and Repossessed Assets
OREO consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale. These properties are carried at the lower of the book values of the related loans or fair values based upon appraisals of the properties, less estimated costs to sell. Write-downs arising at the time of reclassification of such properties from loans to OREO are charged directly to the allowance for credit losses. Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to OREO. Decreases in values of properties subsequent to their classification as OREO
are charged to operating expense. During the nine months ended September 30, 2025 the Company foreclosed on a construction and development real estate loan and recorded $15.6 million in other real estate owned ("OREO"), which was the primary reason for the increase in OREO. The Company's write-downs of OREO totaled $109,000 for the nine months ended September 30, 2025 compared to $72,000 for the nine months ended September 30, 2024.
OREO also included a larger commercial real estate property recorded at $31.1 million at September 30, 2025 and $28.1 million at December 31, 2024. During the nine months ended September 30, 2025, the Company made $3.0 million of tenant improvements to this property, which contributed to the increase of total OREO. Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income. Operating expense for this property is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.
This property had the following rental income and operating expenses for the periods presented:
The Company's total rental income and operating expenses from OREO are presented in the following table:
3,166
3,067
9,489
9,152
2,728
2,734
8,228
7,865
Intangible Assets, Goodwill and Other Assets
Identifiable intangible assets and goodwill totaled $192.8 million and $195.4 million at September 30, 2025 and December 31, 2024, respectively.
Other assets included the cash surrender value of key-man life insurance policies totaling $85.7 million at September 30, 2025 and $84.4 million at December 31, 2024.
Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $15.9 million at September 30, 2025 and $10.5 million at December 31, 2024. They require a daily margin to be posted, which fluctuates with oil and gas prices and customer activity. The Company had a margin asset included in other assets in the amount of $48,000 at September 30, 2025 and $463,000 at December 31, 2024. See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.
Equity securities are reported in other assets on the Company’s consolidated balance sheet. The Company invests in equity securities without readily determinable fair values. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. The balance of equity securities was $8.7 million at September 30, 2025 and $13.4 million at December 31, 2024. The decrease in equity securities in 2025 was primarily due to the disposition of certain equity investments no longer permissible under the Volcker rule which prohibits banks with more than $10 billion in assets from holding certain private equity investments. The Company reviews its portfolio of equity securities for impairment at least quarterly.
Low-Income Housing, New Market Tax Credit Investments and Historic Tax Credit Investments
During 2025, the Company’s low-income housing tax credit ("LIHTC") investments increased $37.5 million totaling $96.2 million at September 30, 2025, New Markets Tax Credits ("NMTC") investments increased $2.6 million totaling $10.1 million at September 30, 2025 and the Historic Tax Credit Investments remained at $6.3 million at September 30, 2025, all of which are included in other assets on the Company’s consolidated balance sheet. Unfunded commitments related to these investments increased $31.9 million totaling $71.4 million at September 30, 2025, all of which are included in other liabilities on the Company’s consolidated balance sheet.
39
See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for disclosures regarding these investments.
Liquidity and Funding
The Company’s principal source of liquidity and funding is its broad deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, service charge levels and services offered, the Company can affect its level of deposits to a limited extent. The level and maturity of funding necessary to support the Company’s lending and investment functions is determined through the Company’s asset/liability management process. The Company currently does not rely heavily on long-term borrowings and does not utilize brokered CDs. The Company maintains lines of credit from the Federal Home Loan Bank (“FHLB”), federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding. The Company is highly liquid with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 28.6% at September 30, 2025, compared to 26.2% at December 31, 2024.
There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
At September 30, 2025, deposits totaled $12.1 billion, an increase of $399.8 million from December 31, 2024. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits were 95.1% at September 30, 2025 compared to 95.5% at December 31, 2024. Noninterest-bearing deposits to total deposits were 31.5% at September 30, 2025 compared to 33.3% at December 31, 2024.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits were $4.1 billion at September 30, 2025 compared to $4.0 billion at December 31, 2024, as calculated per regulatory guidance. This was approximately 34.1% of deposits at September 30, 2025 and 33.7% at December 31, 2024. The Company has existing and contingent sources of liquidity equivalent to approximately 150% of its uninsured deposits.
Off-balance-sheet sweep accounts totaled $4.9 billion at September 30, 2025 compared to $5.2 billion at December 31, 2024. The movement of customers' funds into the Company's off-balance-sheet sweep accounts affected the balances of both cash and deposits.
See Note (6) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.
Lines of Credit
The Company has several lines of credit available. At September 30, 2025, BancFirst had $923.2 million available on its line of credit from the FHLB of Topeka, Kansas. At September 30, 2025, BancFirst had no advances outstanding under this line of credit. Pegasus had a Federal Reserve discount window capacity of $82.2 million. At September 30, 2025, Pegasus had no advances outstanding under this line of credit. Worthington had $10.5 million in lines of credit with other financial institutions that serve as overnight federal funds facilities, a Federal Reserve discount window capacity of $30.9 million and a $87.6 million line of credit from the FHLB of Dallas, Texas to use for liquidity or to match-fund certain long-term rate loans. Worthington had no advances outstanding at September 30, 2025 under any of these lines of credit.
Capital Resources
Stockholders’ equity totaled $1.8 billion at September 30, 2025, an increase of $161.6 million from December 31, 2024. In addition to net income of $181.1 million, other changes in stockholders’ equity during the nine months ended September 30, 2025 included $4.6 million related to common stock issuances for stock-based compensation plans, $2.8 million related to stock-based compensation and $20.1 million in accumulated other comprehensive income that were partially offset by $46.9 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at September 30, 2025 were well in excess of the regulatory requirements.
See Note (8) of the Notes to Consolidated Financial Statements for a discussion of capital ratios and requirements.
Liquidity Risk and Off-Balance-Sheet Arrangements
There have not been any material changes in the Company’s liquidity risk and off-balance-sheet arrangements included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes in the Company’s disclosures regarding market risk since December 31, 2024, the date of its most recent annual report to stockholders.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Chairman of the Board, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and Director of Financial Reporting, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on their evaluation they concluded that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms.
Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, such controls.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.
Item 1A. Risk Factors.
As of September 30, 2025, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
ExhibitNumber
Exhibit
3.1
Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company's Quarterly Report on form 10Q for the Quarter Ended March 31, 2023 and incorporated herein by reference).
3.2
Restated Certificate of Incorporation of BancFirst Corporation dated August 5, 2021. (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021).
10.1*
2025 First Amendment to the BancFirst Corporation Thrift Plan
31.1*
Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2*
Chief Financial Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32**
CEO’s & CFO’s Certification 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.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
Cover page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
*
Filed herewith.
**
This exhibit is 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.
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.
(Registrant)
Date: November 7, 2025
/s/ David Harlow
David Harlow
President
Chief Executive Officer
(Principal Executive Officer)
/s/ Hannah Andrus
Hannah Andrus
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)