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
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
HANMI FINANCIAL CORPORATION
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
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, $0.001 par value
HAFC
Nasdaq Global Select Market
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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of October 30, 2025, there were 29,955,307 outstanding shares of the Registrant’s Common Stock.
Hanmi Financial Corporation and Subsidiaries Quarterly Report on Form 10-Q
Three Months Ended September 30, 2025
Table of Contents
Part I – Financial Information
Item 1.
Financial Statements
3
Consolidated Balance Sheets at September 30, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (unaudited)
4
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (unaudited)
5
Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)
6
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)
8
Notes to Consolidated Financial Statements (unaudited)
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
46
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
67
Item 4.
Controls and Procedures
Part II – Other Information
Legal Proceedings
68
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
69
Item 6.
Exhibits
70
Signatures
71
2
Item 1. Financial Statements
Hanmi Financial Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
September 30,
December 31,
2025
2024
(Unaudited)
Assets
Cash and due from banks
$
215,654
304,800
Securities available for sale, at fair value (amortized cost of $972,365 and $1,004,563 as of September 30, 2025 and December 31, 2024, respectively)
904,721
905,798
Loans held for sale, at the lower of cost or fair value
6,512
8,579
Loans receivable, net of allowance for credit losses of $69,781 and $70,147 as of September 30, 2025 and December 31, 2024, respectively
6,458,478
6,181,230
Accrued interest receivable
23,986
22,937
Premises and equipment, net
20,340
21,404
Customers' liability on acceptances
342
1,226
Servicing assets
6,484
6,457
Goodwill and other intangible assets, net
11,031
Federal Home Loan Bank ("FHLB") stock, at cost
16,385
Income tax assets
36,777
44,901
Bank-owned life insurance
56,382
57,168
Prepaid expenses and other assets
99,639
96,009
Total assets
7,856,731
7,677,925
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing
2,087,132
2,096,634
Interest-bearing
4,679,507
4,339,142
Total deposits
6,766,639
6,435,776
Accrued interest payable
34,219
34,824
Bank's liability on acceptances
Borrowings
62,500
262,500
Subordinated debentures
130,309
130,638
Accrued expenses and other liabilities
83,172
80,787
Total liabilities
7,077,181
6,945,751
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized 10,000,000 shares; no shares issued as of September 30, 2025 and December 31, 2024
—
Common stock, $0.001 par value; authorized 62,500,000 shares; issued 34,293,656 shares (29,975,371 shares outstanding) and 34,151,464 shares (30,195,999 shares outstanding) as of September 30, 2025 and December 31, 2024, respectively
34
Additional paid-in capital
593,768
591,069
Accumulated other comprehensive loss, net of tax benefit of $19,624 and $28,576 as of September 30, 2025 and December 31, 2024, respectively
(47,959
)
(70,723
Retained earnings
381,183
350,869
Less treasury stock; 4,318,285 shares and 3,955,465 shares as of September 30, 2025 and December 31, 2024, respectively
(147,476
(139,075
Total stockholders’ equity
779,550
732,174
Total liabilities and stockholders’ equity
See Accompanying Notes to Consolidated Financial Statements (Unaudited)
Consolidated Statements of Income (Unaudited)
(in thousands, except share and per share data)
Three Months Ended
Nine Months Ended
Interest and dividend income:
Interest and fees on loans receivable
95,691
92,182
279,168
274,608
Interest on securities
6,592
5,523
19,022
15,717
Dividends on FHLB stock
357
356
1,071
1,075
Interest on deposits in other banks
2,586
2,356
6,554
7,270
Total interest and dividend income
105,226
100,417
305,815
298,670
Interest expense:
Interest on deposits
42,244
47,153
124,727
139,286
Interest on borrowings
324
1,561
3,032
5,112
Interest on subordinated debentures
1,579
1,652
4,746
4,948
Total interest expense
44,147
50,366
132,505
149,346
Net interest income before credit loss expense
61,079
50,051
173,310
149,324
Credit loss expense
2,145
2,286
12,496
3,474
Net interest income after credit loss expense
58,934
47,765
160,814
145,850
Noninterest income:
Service charges on deposit accounts
2,160
2,311
6,546
7,189
Trade finance and other service charges and fees
1,551
1,254
4,409
3,945
Gain on sale of Small Business Administration ("SBA") loans
1,857
1,544
6,018
4,669
Gain on sale of residential mortgage loans
1,156
1,331
1,132
Other operating income
3,156
3,005
7,372
7,293
Total noninterest income
9,880
8,438
25,676
24,228
Noninterest expense:
Salaries and employee benefits
22,163
20,851
65,204
62,870
Occupancy and equipment
4,507
4,499
13,301
13,643
Data processing
3,860
3,839
11,374
11,076
Professional fees
1,978
1,492
5,171
5,134
Supplies and communications
423
538
1,455
1,710
Advertising and promotion
712
631
2,094
2,207
Other operating expenses
3,714
3,230
10,090
10,160
Total noninterest expense
37,357
35,080
108,689
106,800
Income before tax
31,457
21,123
77,801
63,278
Income tax expense
9,396
6,231
22,951
18,772
Net income
22,061
14,892
54,850
44,506
Basic earnings per share
0.73
0.49
1.82
1.47
Diluted earnings per share
Weighted-average shares outstanding:
Basic
29,830,475
29,968,004
29,905,265
30,048,748
Diluted
29,880,865
30,033,679
29,955,366
30,117,269
(in thousands)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss):
Unrealized holding gain on available for sale securities
8,873
29,090
31,121
22,715
Unrealized gain (loss) on cash flow hedges
(94
2,427
(139
(526
Unrealized gain
8,779
31,517
30,982
22,189
Income tax expense related to other comprehensive income items
(2,396
(9,130
(8,735
(6,198
Other comprehensive income
6,383
22,387
22,247
15,991
Reclassification adjustment for losses included in net income
241
673
734
1,133
Income tax benefit related to reclassification adjustment
(72
(200
(217
(336
Reclassification adjustment for losses included in net income, net of tax
169
473
517
797
Other comprehensive income, net of tax
6,552
22,860
22,764
16,788
Total comprehensive income
28,613
37,752
77,614
61,294
Common Stock - Number of Shares
Stockholders' Equity
Accumulated
Additional
Other
Treasury
Total
Shares
Common
Paid-in
Comprehensive
Retained
Stock,
Stockholders'
Issued
Outstanding
Stock
Capital
Loss
Earnings
at Cost
Equity
Balance at July 1, 2024
34,124,910
(3,852,800
30,272,110
588,647
(78,000
333,392
(137,014
707,059
Issuance of awards pursuant to equity incentive plans, net of forfeitures
954
Share-based compensation expense
920
Shares surrendered to satisfy tax liability upon vesting of equity awards
(1,309
(24
Repurchase of common stock
(75,000
(1,432
Cash dividends paid (common stock, $0.25/share)
(7,566
Change in unrealized gain (loss) on securities available for sale, net of income taxes
20,654
Change in unrealized gain (loss) on cash flow hedge, net of income taxes
2,206
Balance at September 30, 2024
34,125,864
(3,929,109
30,196,755
589,567
(55,140
340,718
(138,470
736,709
Balance at July 1, 2025
34,294,037
(4,117,469
30,176,568
592,825
(54,511
367,251
(142,765
762,834
(381
943
(1,118
(28
(199,698
(4,683
Cash dividends paid (common stock, $0.27/share)
(8,129
6,413
139
Balance at September 30, 2025
34,293,656
(4,318,285
29,975,371
Balance at January 1, 2024
33,918,035
(3,549,380
30,368,655
586,912
(71,928
319,048
(132,175
701,891
207,829
2,655
(34,729
(542
(345,000
(5,753
Cash dividends paid (common stock, $0.75/share)
(22,836
16,356
432
Balance at January 1, 2025
34,151,464
(3,955,465
30,195,999
142,192
.
2,699
(43,122
(966
(319,698
(7,435
Cash dividends paid (common stock, $0.81/share)
(24,536
22,305
459
7
Nine Months Ended September 30,
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
2,458
2,437
Amortization of servicing assets - net
1,873
1,919
Gain on sales of SBA loans
(6,018
(4,669
Origination of loans held for sale
(98,133
(114,485
Proceeds from sales of loans
187,798
99,229
Gain on sales of residential mortgage loans
(1,331
(1,132
Change in bank-owned life insurance
786
(186
Change in prepaid expenses and other assets
(4,122
3,350
Change in income tax assets
(611
(7,926
Change in accrued interest payable and other liabilities
1,022
9,587
Net cash provided by operating activities
153,767
38,759
Cash flows from investing activities:
Purchases of securities available for sale
(139,308
(128,344
Proceeds from matured, called and repayment of securities
169,533
105,873
Purchases of loans receivable
(47,624
(54,286
Proceeds from sales of residential mortgage loans
50,352
Purchases of premises and equipment
(1,392
(1,780
Proceeds from disposition of premises and equipment
14
2,802
Proceeds from sales of other real estate owned ("OREO")
713
Change in loans receivable, excluding purchases and sales
(322,769
(96,442
Net cash used in investing activities
(340,833
(121,825
Cash flows from financing activities:
Change in deposits
330,863
122,647
Change in open FHLB advances
(225,000
(12,500
Proceeds from FHLB term advances
50,000
Repayments of FHLB term advances
(25,000
(62,500
Cash paid for employee vested shares surrendered due to employee tax liability
(7,441
(5,760
Cash dividends paid
Net cash provided by financing activities
97,920
68,509
Net decrease in cash and due from banks
(89,146
(14,557
Cash and due from banks at beginning of year
302,324
Cash and due from banks at end of period
287,767
Supplemental disclosures of cash flow information:
Interest paid
133,110
136,039
Income taxes paid
19,269
2,333
Non-cash activities:
Transfer of fixed assets to other real estate owned
1,996
655
Transfer of loans to loans held for sale
41,897
45,501
(8,952
(6,534
Change in right-of-use asset obtained in exchange for lease liability
(3,534
(769
Note 1 — Organization and Basis of Presentation
Hanmi Financial Corporation (“Hanmi Financial,” the “Company,” “we,” “us” or “our”) is a bank holding company whose primary subsidiary is Hanmi Bank (the “Bank”). Our primary operations are related to traditional banking activities, including the acceptance of deposits and the lending and investing of money by the Bank.
In management’s opinion, the accompanying unaudited consolidated financial statements of Hanmi Financial and its subsidiaries reflect all adjustments of a normal and recurring nature that are necessary for a fair presentation of the results for the interim period ended September 30, 2025. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. The unaudited consolidated financial statements are prepared in conformity with GAAP and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. Operating results for the three- or nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ended December 31, 2025 or for any other period. The interim information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”).
The preparation of interim unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the unaudited financial statements and disclosures provided, and actual results could differ.
Descriptions of our significant accounting policies are included in Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in the 2024 Annual Report on Form 10-K.
Effective January 1, 2025, the Company changed its methodology for estimating expected credit losses on its loan portfolio. Prior to January 1, 2025, the Company primarily used a Probability of Default / Loss Given Default (PD/LGD) model to determine the allowance for credit losses. Following a periodic review of its credit loss estimation process, the Company concluded that a historical loss rate approach, adjusted for current conditions and reasonable and supportable forecasts, more appropriately reflected the expected credit losses for its loan portfolio. This change is considered a change in accounting estimate resulting from a change in methodology and assumptions and was accounted for prospectively in accordance with ASC 250-10-45-17 through 45-18.
The change in methodology had an immaterial impact to the Company’s operating results and financial condition. The provision for credit losses for the three and nine months ended September 30, 2025 reflects this change in estimate. Management believes the revised approach enhances the accuracy and relevance of its allowance for credit losses by aligning the methodology more closely with the Company’s historical experience, the nature of its loan portfolio, and expectations for future economic conditions.
Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the Financial Accounting Standards Board (the "FASB") issued ASU 2023-09 to enhance the transparency and usefulness of income tax disclosures primarily related to income tax rate reconciliation and income tax information. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The adoption of ASU 2023-09 did not have a material effect on the Company’s operating results or financial condition.
ASU 2024-03, Income Statement Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU 2025-01, Clarifying the Effective Date: In November 2024, the FASB issued ASU 2024-03 to require additional information about specific expense categories in the financial statement notes at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements. The amendments affect where the information appears in the financial statement notes. ASU 2025-01 amends the changes in ASU 2024-03 to be effective for fiscal years beginning after December 15, 2026. The adoption of ASU 2024-03 is not expected to have a material effect on the Company’s operating results or financial condition.
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: In September 2025, the FASB issued ASU 2025-06 to simplify the accounting for internal-use software by replacing the existing project-stage-based model with a principles-based approach to determine capitalizable versus non-capitalizable costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2025-06 is not expected to have a material effect on the Company’s operating results or financial condition.
The following is a summary of securities available for sale as of the dates indicated:
Gross
Estimated
Amortized
Unrealized
Fair
Cost
Gain
Value
September 30, 2025
U.S. Treasury securities
131,971
307
(234
132,044
U.S. government agency and sponsored agency obligations:
Mortgage-backed securities - residential
419,013
771
(42,608
377,176
Mortgage-backed securities - commercial
72,866
94
(11,863
61,097
Collateralized mortgage obligations
199,248
1,781
(6,446
194,583
Debt securities
73,966
(1,558
72,416
Total U.S. government agency and sponsored agency obligations
765,093
2,654
(62,475
705,272
Municipal bonds-tax exempt
75,301
(7,896
67,405
Total securities available for sale
972,365
2,961
(70,605
December 31, 2024
89,208
242
(521
88,929
453,993
222
(61,643
392,572
75,947
24
(13,055
62,916
182,553
404
(9,401
173,556
126,776
(3,969
122,816
839,269
659
(88,068
751,860
76,086
(11,077
65,009
1,004,563
901
(99,666
The amortized cost and estimated fair value of securities as of September 30, 2025 and December 31, 2024, by contractual or expected maturity, are shown below. Collateralized mortgage obligations are included in the table shown below based on their expected maturities. All other securities are included based on their contractual maturities.
Available for Sale
Fair Value
Within one year
146,855
146,209
93,251
92,646
Over one year through five years
84,422
82,859
133,408
129,556
Over five years through ten years
207,212
188,195
90,772
81,833
Over ten years
533,876
487,458
687,132
601,763
10
The following table summarizes debt securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded at September 30, 2025 or December 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:
Holding Period
Less than 12 Months
12 Months or More
Number
of
Securities
(in thousands, except number of securities)
(8
10,024
(226
10,285
20,309
(31
8,959
(42,577
332,541
114
341,500
117
54,856
16
53,588
65,498
13
(62,444
506,483
167
515,442
170
19
(39
18,983
(70,566
584,173
189
603,156
195
(61
13,603
(460
9,771
23,374
(271
23,276
(61,372
351,793
375,069
124
(447
19,092
(12,608
41,817
60,909
(645
76,963
18
(8,756
54,020
130,983
42
(23
11,712
(3,946
107,595
21
119,307
(1,386
131,043
36
(86,682
555,225
173
686,268
209
(1,447
144,646
(98,219
630,005
774,651
237
The Company evaluates its available for sale securities portfolio for impairment on a quarterly basis. The Company did not recognize unrealized losses in income because it has the ability and the intent to hold and does not expect to be required to sell these securities until the recovery of their cost basis. The quarterly impairment assessment considers the changes in the credit quality of these debt securities since acquisition and the likelihood of a credit loss occurring over the life of the securities. If a credit loss is expected to occur, an allowance is established and a corresponding credit loss is recognized. Based on its analysis, as of September 30, 2025, the Company determined that no credit losses were expected to be realized on the tax-exempt municipal bond portfolio. The remainder of the portfolio consists of U.S. Treasury obligations, U.S. government agency securities, and U.S. government sponsored agency securities, all of which have the backing of the U.S. government, and are therefore not expected to incur credit losses.
There were no sales of securities during the nine months ended September 30, 2025 or September 30, 2024.
Securities available for sale with market values of $27.4 million and $29.4 million as of September 30, 2025 and December 31, 2024, respectively, were pledged to secure borrowings from the Federal Reserve Bank (“FRB”) Discount Window.
At September 30, 2025, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.
11
Loans consisted of the following as of the dates indicated:
Real estate loans:
Commercial property
Retail
1,106,438
1,068,978
Hospitality
823,033
848,134
Office
533,031
568,861
Other (1)
1,482,826
1,385,051
Total commercial property loans
3,945,328
3,871,024
Construction
69,963
78,598
Residential (2)
1,043,577
951,302
Total real estate loans
5,058,868
4,900,924
Commercial and industrial loans
1,052,522
863,431
Equipment financing agreements
416,869
487,022
Loans receivable
6,528,259
6,251,377
Allowance for credit losses
(69,781
(70,147
Loans receivable, net
Accrued interest on loans was $20.3 million and $19.1 million at September 30, 2025 and December 31, 2024, respectively.
At September 30, 2025 and December 31, 2024, loans with carrying values of $2.37 billion and $2.46 billion, respectively, were pledged to secure advances from the FHLB.
The following is the activity for loans held for sale for the following periods:
Real Estate
Commercial and Industrial
Three months ended September 30, 2025
Balance at beginning of period
45,412
4,199
49,611
Originations and transfers
13,796
17,624
31,420
Sales
(59,208
(15,305
(74,513
Principal paydowns and amortization
(6
Balance at end of period
Three months ended September 30, 2024
7,149
3,318
10,467
58,433
8,457
66,890
(14,697
(8,320
(23,017
(1
(3
(4
50,884
3,452
54,336
12
Nine months ended September 30, 2025
3,994
4,585
88,411
51,619
140,030
(92,403
(49,663
(142,066
Principal payoffs and amortization
(2
(29
Nine months ended September 30, 2024
8,792
3,221
12,013
88,619
25,866
114,485
(46,473
(25,621
(72,094
(54
(14
(68
We occasionally sell residential mortgage loans from the held for investment portfolio when the decision to sell the loans and the sale of the loans occur within the same quarter. During the three months ended September 30, 2025 and 2024 we sold $25.9 million and $20.9 million, respectively, of residential mortgage loans from the held for investment portfolio. During the nine months ended September 30, 2025 and 2024 we sold $36.0 million and $70.0 million, respectively, of residential mortgage loans from the held for investment portfolio.
The following table presents loans purchased by portfolio segment for the following periods:
Commercial real estate
1,773
15,114
8,107
Commercial and industrial
11,935
9,203
30,257
Residential real estate
2,992
10,744
23,307
15,922
24,452
47,624
54,286
Allowance for Credit Losses
Effective January 1, 2025, we transitioned to a new allowance for credit losses (“ACL”) model to perform our ACL analysis. Part of the transition to the new model, in addition to the factors previously mentioned, includes a change in our methodology on commercial and industrial, commercial real estate, and residential real estate loans. The change in models did not result in a material change in our ACL as of January 1, 2025. The table below includes in credit loss expense for the nine months ended September 30, 2025 the effect of the ACL model change of $1.4 million.
The following table details the information on the allowance for credit losses by portfolio segment for the following periods:
Equipment Financing Agreements
48,021
6,935
11,800
66,756
Charge-offs
(119
(124
(2,382
(2,625
Recoveries
52
2,229
826
3,107
Credit loss expense (recovery)
3,519
(1,738
762
2,543
Ending balance
51,473
7,302
11,006
69,781
42,152
10,563
15,014
67,729
(1,133
(190
(2,477
(3,800
729
1,679
516
2,924
1,946
(2,269
2,633
2,310
43,694
9,783
15,686
69,163
45,099
10,006
15,042
70,147
(8,904
(1,157
(8,131
(18,192
670
2,463
2,230
5,363
14,608
(4,010
1,865
12,463
45,499
10,257
13,706
69,462
(1,226
(438
(6,598
(8,262
840
1,903
1,256
3,999
(1,419
(1,939
7,322
3,964
The table below presents the allowance for credit losses by portfolio segment as a percentage of the total allowance for credit losses and loans by portfolio segment as a percentage of the aggregate investment of loans receivable as of:
Allowance Amount
Percentage of Total Allowance
Total Loans
Percentage of Total Loans
(dollars in thousands)
10,207
14.6
%
16.9
10,171
14.5
17.1
8,183
11.7
12.6
15,302
21.8
13.6
6,272
9.0
8.2
3,935
5.6
9.1
14,520
20.8
22.7
8,243
11.8
22.2
39,182
56.1
60.4
37,651
53.7
62.0
1,021
1.5
1.1
1,664
2.4
1.3
Residential
11,270
16.2
16.0
5,784
15.2
73.8
77.5
64.3
78.5
10.5
16.1
14.3
13.8
15.7
6.4
21.4
7.7
100.0
The following table represents the amortized cost basis of collateral-dependent loans by class of loans, for which repayment is expected to be obtained through the sale of the underlying collateral, as of:
554
1,377
399
215
10,566
11,519
1,592
302
1,875
11,821
3,467
32
3,499
Loan Quality Indicators
As part of the on-going monitoring of the quality of our loans portfolio, we utilize an internal loan grading system to identify credit risk and assign an appropriate grade (from 1 to 8) for each loan in our portfolio. Internal and third-party loan reviews are conducted at least annually on a sample basis. Additional adjustments are made when determined to be necessary. The loan grade definitions are as follows:
Pass and Pass-Watch: Pass and Pass-Watch loans, grades (1-4), are in compliance with the Bank’s credit policy and regulatory requirements, and do not exhibit any potential or defined weaknesses as defined under “Special Mention”, “Substandard” or “Doubtful.” This category is the strongest level of the Bank’s loan grading system. It consists of all performing loans with no identified credit weaknesses. It includes cash and stock/security secured loans or other investment grade loans.
Special Mention: A Special Mention loan, grade (5), has potential weaknesses that deserve management’s close attention. If not corrected, these potential weaknesses may result in deterioration of the repayment of the debt and result in a Substandard classification. Loans that have significant actual, not potential, weaknesses are more severely classified.
Substandard: A Substandard loan, grade (6), has a well-defined weakness that jeopardizes the liquidation of the debt. A loan graded Substandard is not protected by the sound worth and paying capacity of the borrower, or of the value and type of collateral pledged. With a Substandard loan, there is a distinct possibility that the Bank will sustain some loss if the weaknesses or deficiencies are not corrected.
Doubtful: A Doubtful loan, grade (7), is one that has critical weaknesses that would make the collection or liquidation of the full amount due improbable. However, there may be pending events which may work to strengthen the loan, and therefore the amount or timing of a possible loss cannot be determined at the current time.
15
Loss: A loan classified as Loss, grade (8), is considered uncollectible and of such little value that their continuance as active bank assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be possible in the future. Loans classified as Loss will be charged off in a timely manner.
Under regulatory guidance, loans graded Special Mention or worse are considered criticized loans, and loans graded Substandard or worse are considered classified loans.
Loans by Vintage Year and Risk Rating
Term Loans
Amortized Cost Basis by Origination Year (1)
2023
2022
2021
Prior
RevolvingLoansAmortizedCost Basis
Risk Rating
`
Pass / Pass-Watch
885,426
408,107
501,038
825,219
756,659
449,479
96,717
3,922,645
Special Mention
2,008
299
2,307
Classified
3,971
12,038
4,367
20,376
Total commercial property
889,397
839,265
454,145
YTD gross charge-offs
8,697
207
8,904
YTD net charge-offs (recoveries)
8,424
(181
8,237
8,991
52,973
7,999
Total construction
215,102
89,309
155,483
334,993
134,618
103,972
7,134
1,040,611
2,417
250
2,667
Total residential
337,410
104,271
7,384
1,109,519
550,389
664,520
1,160,212
891,277
553,451
103,851
5,033,219
4,425
4,974
4,666
20,675
1,113,490
1,176,675
558,416
104,101
(184
8,234
Commercial and industrial loans:
378,544
176,079
42,633
48,945
27,540
18,264
347,566
1,039,571
11,801
1
61
662
23
403
1,150
Total commercial and industrial loans
176,080
42,694
61,408
18,287
347,969
373
362
82
321
1,157
368
(5
273
80
(2,123
(1,306
Equipment financing agreements:
103,666
99,097
99,584
78,830
26,145
2,783
410,105
311
1,011
1,229
2,971
1,087
155
6,764
Total equipment financing agreements
103,977
100,108
100,813
81,801
27,232
2,938
482
2,214
3,880
1,397
158
8,131
453
1,796
3,088
700
(134
5,901
Total loans receivable:
1,591,729
825,565
806,737
1,287,987
944,962
574,498
451,417
6,482,895
16,226
16,775
4,282
1,012
1,290
15,671
4,844
28,589
Total loans receivable
1,596,011
826,577
808,027
1,319,884
946,049
579,641
452,070
855
12,939
1,479
686
18,192
821
1,791
11,785
782
(238
(2,125
12,829
17
2020
533,989
558,271
930,190
800,938
553,490
271,209
101,277
3,749,364
29,935
1,009
76,524
107,468
541
5,658
3,151
72
4,770
14,192
564,465
936,857
804,089
553,562
352,503
274
136
410
(21
(704
(451
70,601
7,997
(1,358
127,986
200,316
355,134
145,310
11,164
105,406
4,436
949,752
251
983
316
1,299
356,117
11,480
4,687
732,576
766,584
1,285,324
946,248
564,654
376,615
105,713
4,777,714
107,719
6,641
388
15,491
763,052
1,292,974
949,399
565,042
457,909
105,964
1,543
1,111
(2,065
(680
271,655
59,453
94,385
32,226
12,761
13,360
346,001
829,841
19,473
12,401
20
31,894
196
102
1,188
1,696
291,128
59,448
106,982
32,328
13,595
347,189
168
576
160
(13
123
(3,375
(2,906
140,143
144,617
129,764
52,354
8,085
3,563
478,526
431
1,945
3,851
1,934
129
206
8,496
140,574
146,562
133,615
54,288
8,214
3,769
30
1,456
5,128
354
325
9,499
4,488
1,826
287
(211
7,719
1,144,374
970,654
1,509,473
1,030,828
585,500
393,538
451,714
6,086,081
49,408
13,410
76,544
139,613
972
1,940
10,688
5,187
5,191
25,683
1,194,754
972,594
1,533,571
1,036,015
586,017
475,273
453,153
49
1,625
5,570
1,498
668
11,618
1,468
4,922
1,813
1,409
(2,153
4,133
Loans by Vintage Year and Payment Performance
Payment performance
Performing
828,148
453,014
3,933,080
Nonperforming
11,117
1,131
12,248
1,043,278
1,165,558
556,986
5,046,321
1,430
12,547
61,353
1,052,466
55
56
1,595,700
806,798
1,305,741
578,056
6,508,892
14,143
1,585
19,367
936,140
351,042
3,868,846
717
1,461
2,178
354,562
949,431
1,555
1,871
1,290,702
564,726
456,448
4,896,875
2,272
4,049
106,863
13,498
862,032
119
97
1,399
129,442
8,079
478,198
4,173
135
8,824
1,194,323
1,527,007
1,034,081
585,566
473,509
451,965
6,237,105
6,564
451
1,764
14,272
The following is an aging analysis of loans, including loans on nonaccrual status, disaggregated by loan class, as of:
30-59DaysPast Due
60-89DaysPast Due
90 Daysor MorePast Due
TotalPast Due
Current
247
1,027
1,828
1,104,610
822,634
522,465
1,459
1,481,367
1,706
14,252
3,931,076
3,961
4,260
1,039,317
5,667
11,818
18,512
5,040,356
1,051,860
3,624
2,283
3,826
9,733
407,136
9,953
3,310
15,644
28,907
6,499,352
975
254
2,084
1,066,894
(50
216
682
847,452
212
568,649
1,288
1,383,763
2,779
1,017
470
4,266
3,866,758
5,129
2,975
980
9,084
942,218
7,908
3,992
1,450
13,350
4,887,574
236
132
1,278
1,646
861,785
6,154
2,866
5,760
14,780
472,242
14,298
6,990
8,488
29,776
6,221,601
Nonaccrual Loans and Nonperforming Assets
The following tables represent the amortized cost basis of loans on nonaccrual status and loans past due 90 days and still accruing as of:
Nonaccrual LoansWithNo Allowance forCredit Losses
Nonaccrual LoansWithAllowance forCredit Losses
LoansPast Due90 Days StillAccruing
TotalNonperformingLoans
562
1,116
359
201
560
10,565
11,478
770
11,777
6,558
11,983
1,480
277
1,757
165
249
414
1,645
533
1,866
3,511
4,044
1,404
513
8,311
4,024
10,248
Prior to designating loans nonaccrual, the Company collected and recognized interest income of $9,000 and $370,000 for the three and nine months ended September 30, 2025, respectively.
22
The following table details nonperforming assets as of the dates indicated:
Nonaccrual loans
Loans past due 90 days and still accruing
Total nonperforming loans receivable
Other real estate owned (“OREO”)
1,995
Total nonperforming assets*
21,362
14,389
* Excludes repossessed personal property of $0.4 million and $0.6 million as of September 30, 2025 and December 31, 2024, respectively.
OREO of $2.0 million and $0.1 million was included in prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.
Loan Modifications
No loans were modified to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025.
During the three and nine months ended September 30, 2025 and 2024, there were no payment defaults on loans modified within the preceding 12 months.
The activity in servicing assets was as follows for the periods indicated:
Three Months Ended September 30,
6,420
6,836
Addition related to sale of loans
565
400
Amortization
(501
(553
6,683
7,070
1,900
1,532
(1,873
(1,919
At September 30, 2025 and December 31, 2024, we serviced loans sold to unaffiliated parties of $575.6 million and $560.1 million, respectively. These represented loans that were sold for which the Bank continues to provide servicing. These loans are maintained off-balance sheet and are not included in the loans receivable balance. At September 30, 2025, all the loans serviced, except for $32.6 million of residential mortgage loans, were SBA loans.
The Company recorded servicing fee income of $1.3 million for both the three months ended September 30, 2025 and 2024, respectively and $4.0 million for both the nine months ended September 30, 2025 and 2024, respectively. Servicing fee income, net of the amortization of servicing assets, is included in other operating income in the consolidated statements of income. Amortization expense was $0.5 million and $0.6 million for the three months ended September 30, 2025 and 2024 and $1.9 million for both of the nine months ended September 30, 2025 and 2024, respectively.
The fair value of servicing rights was $8.3 million at September 30, 2025 and was determined using discount rates ranging from 11.2% to 19.4% and prepayment speeds ranging from 10.0% to 27.6%, depending on the stratification of the specific right. The fair value of servicing rights was $7.9 million at December 31, 2024 and was determined using discount rates ranging from 10.8% to 27.3% and prepayment speeds ranging from 15.4% to 21.2%, depending on the stratification of the specific right.
The Company’s income tax expense was $9.4 million and $6.2 million, representing an effective income tax rate of 29.9% and 29.5% for the three months ended September 30, 2025 and 2024, respectively. The Company's income tax expense was $23.0 million and $18.8 million, representing an effective income tax rate of 29.5% and 29.7%, for the nine months ended September 30, 2025 and 2024, respectively.
Management concluded that as of September 30, 2025 and December 31, 2024, a valuation allowance of $1.5 million was appropriate against certain state net operating loss carry forwards. For all other deferred tax assets, management believes it was more likely than not these deferred tax assets will be realized principally through future taxable income and reversal of existing taxable temporary differences. Net deferred tax assets were $36.8 million and $38.2 million as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Company was subject to examination for its federal tax returns for years ended after December 31, 2020 and for state tax returns for the periods ended after December 31, 2019. As of September 30, 2025, the Company is under audit with the State of New York for tax years 2021 and 2022. During the quarter ended September 30, 2025, there was no material change to the Company’s uncertain tax positions. The Company does not expect its unrecognized tax positions to change significantly over the next twelve months.
Note 6 — Goodwill
Goodwill of $11.0 million was recorded as a result of the acquisition of an equipment financing agreements portfolio in 2016. At September 30, 2025 and December 31, 2024, the carrying amount of goodwill was $11.0 million.
The Company performed an impairment analysis in the third quarter of 2025 and determined there was no impairment as of September 30, 2025. No triggering event occurred as of, or subsequent to September 30, 2025, that would require a reassessment of goodwill.
Note 7 — Deposits
The scheduled maturities of time deposits are as follows for the periods indicated:
TimeDeposits MoreThan $250,000
Other TimeDeposits
At September 30, 2025
371,141
404,449
775,590
2026
803,237
842,648
1,645,885
2027
60,384
2028
16,277
2029 and thereafter
509
1,174,378
1,324,267
2,498,645
At December 31, 2024
1,002,785
1,254,185
2,256,970
264
19,112
19,376
48,630
130
177
1,003,049
1,322,234
2,325,283
The Bank maintains a secured credit facility with the FHLB, allowing for advances on an open basis (no maturity) or a term basis ranging from overnight or longer. At September 30, 2025, the Bank had no open advances, $12.5 million of term advances and $50.0 million of overnight advances at the FHLB with a weighted average interest rate of 4.56%. At December 31, 2024, the Bank had $225.0 million of open advances and $37.5 million of term advances at the FHLB with a weighted average rate of 4.78% and 4.58%, respectively. Interest expense on borrowings for the nine months ended September 30, 2025 and 2024 was $3.0 million and $5.1 million, respectively.
OutstandingBalance
WeightedAverage Rate
Open advances
225,000
4.78
Advances due within 12 months
4.56
Advances due over 12 months through 24 months
37,500
4.58
Outstanding advances
4.75
The following is financial data pertaining to FHLB advances:
Weighted-average interest rate at end of period
Weighted-average interest rate during the period
4.37
Average balance of FHLB advances
88,397
154,112
Maximum amount outstanding at any month-end
152,500
350,000
25
The Bank had pledged $2.37 billion and $2.46 billion of loans at carrying values as collateral with the FHLB as of September 30, 2025 and December 31, 2024, respectively. The remaining available borrowing capacity was $1.51 billion and $1.69 billion at September 30, 2025 and December 31, 2024, respectively.
The Bank also had securities pledged with the FRB with market values of $27.4 million and $29.4 million at September 30, 2025 and December 31, 2024, respectively. The pledged securities provided $25.6 million; and $27.6 million in available borrowing capacity through the Fed Discount Window as of September 30, 2025 and December 31, 2024, respectively.
On August 20, 2021, the Company issued $110.0 million of Fixed-to-Floating Subordinated Notes (the“2031 Notes”) with a maturity date of September 1, 2031. The 2031 Notes have an initial fixed interest rate of 3.75% per annum, payable semiannually in arrears on March 1 and September 1 of each year, up to but excluding September 1, 2026. From and including September 1, 2026 and thereafter, the 2031 Notes will bear interest at a floating rate per annum equal to the Three-Month Term SOFR plus 310 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year. If the then current three-month term SOFR rate is less than zero, the three-month SOFR will be deemed to be zero. Debt issuance cost was $2.1 million, which is being amortized through the 2031 Notes’ maturity date. At September 30, 2025 and December 31, 2024, the balance of the 2031 Notes included in the Company’s Consolidated Balance Sheet, net of issuance cost, was $108.7 million and $108.5 million, respectively.
The Company assumed Junior Subordinated Deferrable Interest Debentures (the “Subordinated Debentures”) as a result of an acquisition in 2014 with an unpaid principal balance of $26.8 million and an estimated fair value of $18.5 million. The $8.3 million discount is being amortized to interest expense through the debentures’ maturity date of March 15, 2036. A trust was formed in 2005, which issued $26.0 million of Trust Preferred Securities (the “TPS”) at a 6.26% fixed rate for the first five years and a variable rate of three-month LIBOR plus 140 basis points thereafter and invested the proceeds in the Subordinated Debentures. Beginning September 15, 2023, the variable rate on the TPS changed to three-month SOFR plus 166 basis points, representing the credit spread of 140 basis points and a 26 basis point adjustment to convert three-month LIBOR to three-month SOFR. The rate on the TPS at September 30, 2025 was 5.70%. The TPS will be subject to mandatory redemption if the Subordinated Debentures are repaid by the Company. Interest is payable quarterly, and the Company has the option to defer interest payments on the Subordinated Debentures from time to time for a period not to exceed five consecutive years. At September 30, 2025 and December 31, 2024, the balance of Subordinated Debentures included in the Company’s Consolidated Balance Sheets, net of discount of $4.4 million and $4.7 million, was $21.6 million and $22.1 million, respectively. The amortization of discount was $104,000 and $112,000 for the three months ended September 30, 2025 and 2024, respectively.
Earnings per share (“EPS”) is calculated on both a basic and a diluted basis. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted from the issuance of common stock that then shared in earnings, excluding common shares in treasury. For diluted EPS, the weighted-average number of common shares includes the impact of unvested performance stock units (“PSUs”) under the treasury method.
Unvested restricted stock containing rights to non-forfeitable dividends are considered participating securities prior to vesting and have been included in the earnings allocation in computing basic and diluted EPS under the two-class method.
26
The following table is a reconciliation of the components used to derive basic and diluted EPS for the periods indicated:
(dollars in thousands, except per share and unit amounts)
Basic EPS
Less: income allocated to unvested restricted stock
176
131
450
352
Income allocated to common shares
21,885
14,761
54,400
44,154
Weighted-average shares for basic EPS
Basic EPS (1)
Effect of dilutive PSUs
50,390
65,675
50,101
68,521
Diluted EPS
Weighted-average shares for diluted EPS
Diluted EPS (1)
On a weighted-average basis, options to purchase 2,000 and 28,000 shares of common stock were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2025 and 2024, respectively, because their effect would have been anti-dilutive. There were no anti-dilutive options excluded from the diluted earnings per share calculation for the three months ended September 30, 2025. For the three months ended September 30, 2024, options to purchase 28,000 shares of common stock were excluded from the calculation of diluted earnings per share, on a weighted average basis, because they were anti-dilutive. There were no anti-dilutive unvested PSUs outstanding for the three and nine months ended September 30, 2025 and 91,732 anti-dilutive unvested PSUs outstanding for the three and nine months ended September 30, 2024.
During the nine months ended September 30, 2025, 53,509 PSUs were awarded to executive officers from the 2021 Equity Compensation Plan, with a fair value of $1.2 million on the grant date. 88,598 PSUs were awarded to executive officers during the nine months ended September 30, 2024 with a fair value of $1.3 million on the grant date. These units have a three-year cliff vesting period and include dividend equivalent rights. There were no PSUs awarded, vested, or forfeited during the three months ended September 30, 2025 and 2024. Total PSUs outstanding as of September 30, 2025 were 191,804 with an aggregate grant fair value of $3.5 million. Total PSUs outstanding as of September 30, 2024 were 180,330 with an aggregate grant fair value of $3.4 million.
27
Federal bank regulatory agencies require bank holding companies and banks to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8.0% and a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%. In addition to the risk-based guidelines, federal bank regulatory agencies require bank holding companies and banks to maintain a minimum ratio of Tier 1 capital to average assets, referred to as the leverage ratio, of 4.0%.
In order for banks to be considered “well capitalized,” federal bank regulatory agencies require a minimum ratio of qualifying total capital to risk-weighted assets of 10.0% and a minimum ratio of Tier 1 capital to risk-weighted assets of 8.0%. In addition to the risk-based guidelines, federal bank regulatory agencies require depository institutions to maintain a minimum ratio of Tier 1 capital to average assets, referred to as the leverage ratio, of 5.0%.
At September 30, 2025, the Bank’s capital ratios exceeded the minimum requirements for the Bank to be considered “well capitalized” and the Company exceeded all of its applicable minimum regulatory capital ratio requirements.
A capital conservation buffer of 2.5% must be met to avoid limitations on the ability of the Bank and the Company to pay dividends, repurchase shares or pay discretionary bonuses. The Bank's capital conservation buffer was 6.28% and 6.43% and the Company's capital conservation buffer was 6.33% and 6.46% as of September 30, 2025 and December 31, 2024, respectively.
In March 2020, federal banking agencies announced an interim final rule to delay the impact on regulatory capital arising from the implementation of the Current Expected Credit Loss ("CECL") methodology contained in ASU 2016-13. The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company and the Bank adopted the capital transition relief over the permissible five-year period. Effective January 1, 2025, the capital transition relief period terminated.
The capital ratios of Hanmi Financial and the Bank as of September 30, 2025 and December 31, 2024 were as follows:
Minimum
Minimum to Be
Regulatory
Categorized as
Actual
Requirement
“Well Capitalized”
Amount
Ratio
Total capital (to risk-weighted assets):
Hanmi Financial
1,008,479
15.05
536,132
8.00
N/A
Hanmi Bank
957,077
14.28
536,183
670,229
10.00
Tier 1 capital (to risk-weighted assets):
826,096
12.33
402,099
6.00
884,694
13.20
402,137
Common equity Tier 1 capital (to risk-weighted assets)
804,474
12.00
301,575
4.50
301,603
435,649
6.50
Tier 1 capital (to average assets):
10.64
310,535
4.00
11.46
308,726
385,908
5.00
979,843
15.24
514,455
927,882
14.43
514,406
643,007
801,040
12.46
385,841
859,079
13.36
385,804
778,941
12.11
289,381
289,353
417,955
10.63
301,346
11.47
299,771
374,714
28
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are defined as follows:
Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment or for disclosure purposes.
We record securities available for sale at fair value on a recurring basis. Certain other assets, such as loans held for sale, impaired loans, OREO, and core deposit intangible, are recorded at fair value on a non-recurring basis. Non-recurring fair value measurements typically involve assets that are periodically evaluated for impairment and for which any impairment is recorded in the period in which the re-measurement is performed.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument below:
Securities available for sale - The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges. If quoted prices are not available, fair values are measured using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curve, prepayment speeds, and default rates. Level 1 securities include U.S. Treasury securities that are traded on an active exchange or by dealers or brokers in active over-the-counter markets. The fair value of these securities is determined by quoted prices on an active exchange or over-the-counter market. Level 2 securities primarily include U.S. government agency and sponsored agency mortgage-backed securities, collateralized mortgage obligations and debt securities as well as municipal bonds in markets that are active. In determining the fair value of the securities categorized as Level 2, we obtain reports from nationally recognized broker-dealers detailing the fair value of each investment security held as of each reporting date. The broker-dealers use prices obtained from nationally recognized pricing services to value our fixed income securities. The fair value of the municipal securities is determined based on pricing data provided by nationally recognized pricing services. We review the prices obtained for reasonableness based on our understanding of the marketplace, and also consider any credit issues related to the bonds. As we have not made any adjustments to the market quotes provided to us and as they are based on observable market data, they have been categorized as Level 2 within the fair value hierarchy. Level 3 securities are instruments that are not traded in the market. As such, no observable market data for the instrument is available, which necessitates the use of significant unobservable inputs.
Derivatives – The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
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Loans held for sale - Loans held for sale includes the guaranteed portion of SBA 7(a) loans carried at the lower of cost or fair value. Management obtains quotes, bids or pricing indication sheets on all or part of the loans directly from the purchasing financial institutions. Premiums received or to be received on the quotes, bids or pricing indication sheets are indicative of the fact that cost is lower than fair value. At September 30, 2025 and December 31, 2024, the SBA 7(a) loans held for sale were recorded at its cost. We record SBA 7(a) loans held for sale on a nonrecurring basis with Level 2 inputs.
Nonperforming loans – Nonaccrual loans receivable and loans 90-days past due and still accruing interest are considered nonperforming for reporting purposes. All nonperforming loans with a carrying balance over $250,000 are individually evaluated for the amount of impairment, if any. Nonperforming loans with a carrying balance of $250,000 or less are evaluated collectively. However, from time to time, nonrecurring fair value adjustments to collateral dependent nonperforming loans, for which repayment is expected to be obtained through the sale of the underlying collateral, are recorded based on either the current appraised value of the collateral, or management’s judgment, that are then adjusted based on recent market trends. When the fair value of the collateral is less than the book value, a valuation allowance is established to carry the loan at the fair value of the collateral, and results in a Level 3 measurement.
OREO - Fair value of OREO is based primarily on third party appraisals, less costs to sell and result in a Level 3 classification of the inputs for determining fair value. Appraisals are required annually and may be updated more frequently as circumstances require and the fair value adjustments are made to OREO based on the updated appraised value of the property.
Servicing assets - On a quarterly basis, the Company utilizes a third party service to evaluate servicing assets related to loans sold to unaffiliated parties with servicing retained, and result in a Level 3 classification. Servicing assets are assessed for impairment or increased obligation based on fair value at each reporting date.
Other repossessed assets – Fair value of equipment from equipment financing agreements is based primarily on a third party valuation service, less costs to sell and result in a Level 3 classification of the inputs for determining fair value. Valuations are required at the time the asset is repossessed and may be subsequently updated periodically due to the Company’s short-term possession of the asset prior to sale or as circumstances require and the fair value adjustments are made to the asset based on its value prior to sale.
As of September 30, 2025 and December 31, 2024, assets and liabilities measured at fair value on a recurring basis are as follows:
Level 1
Level 2
Level 3
Significant
Observable
Quoted Prices in
Inputs with No
Active Markets
Active Market
for Identical
with Identical
Unobservable
Characteristics
Inputs
Total Fair Value
Assets:
Securities available for sale:
772,677
Derivative financial instruments
2,809
2,805
816,869
4,690
5,292
31
As of September 30, 2025 and December 31, 2024, assets and liabilities measured at fair value on a non-recurring basis are as follows:
Inputs With No
With Identical
Collateral dependent loans (1)
Other real estate owned
Repossessed personal property
412
Collateral dependent loans (2)
568
The following table represents quantitative information about Level 3 fair value assumptions for assets measured at fair value on a non-recurring basis at September 30, 2025 and December 31, 2024:
ValuationTechniques
UnobservableInput(s)
Range (WeightedAverage)
Collateral dependent loans:
Market approach
Adjustments to market data
(45%) to 6% / (25)%
(1)
(5)% to 0% / 0%
(26)% to (4)% / (14)%
(14)% to (3)% / (5)%
(11)% to 17% / 1%
(2)
(45)% to 30% / (10)%
(11)% to 17% / 5%
(11)% to 8% / (2)%
0% to 5% / 4%
ASC 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured on a recurring basis or non-recurring basis are discussed above.
33
The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825), among other provisions, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Other than certain financial instruments for which we had concluded that the carrying amounts approximate fair value, the fair value estimates shown below were based on an exit price notion as of September 30, 2025, as required by ASU 2016-01. The financial instruments for which we had concluded that the carrying amounts approximate fair value include cash and due from banks, accrued interest receivable and payable, and noninterest-bearing deposits.
The estimated fair values of financial instruments were as follows:
Carrying
Financial assets:
Securities available for sale
Loans held for sale
7,016
Loans receivable, net of allowance for credit losses
6,494,947
Financial liabilities:
Noninterest-bearing deposits
Interest-bearing deposits
4,681,171
Borrowings and subordinated debentures
192,809
62,521
133,020
9,229
6,078,567
4,336,429
393,138
262,183
129,226
The methods and assumptions used to estimate the fair value of each class of financial instruments for which it was practicable to estimate that value are explained below:
Cash and due from banks – The carrying amounts of cash and due from banks approximate fair value due to the short-term nature of these instruments (Level 1).
Securities – The fair value of securities, consisting of securities available for sale, is generally obtained from market bids for similar or identical securities, from independent securities brokers or dealers, or from other model-based valuation techniques
described above (Level 1 and 2).
Loans held for sale – Loans held for sale are carried at the lower of aggregate cost or fair market value, as determined based upon quotes, bids or sales contract prices (Levels 1 and 2).
Loans receivable, net of allowance for credit losses – The fair value of loans receivable is estimated based on the discounted cash flow approach. To estimate the fair value of the loans, certain loan characteristics such as account types, remaining terms, annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan-to-value ratios, loss exposures, and remaining balances are considered. Additionally, the Company’s prior charge-off rates and loss ratios as well as various other assumptions relating to credit, interest, and prepayment risks are used as part of valuing the loan portfolio. Subsequently, the loans were individually evaluated by sorting and pooling them based on loan types, credit risk grades, and payment types. Consistent with the requirements of ASU 2016-01, the fair value of the Company's loans receivable is considered to be an exit price notion as of September 30, 2025 (Level 3).
The fair value of collateral dependent loans is estimated based on the net realizable fair value of the collateral or the observable market price of the most recent sale or quoted price from loans held for sale. The Company does not record loans at fair value on a recurring basis. Nonrecurring fair value adjustments to collateral dependent loans are recorded based on the current appraised value of the collateral (Level 3).
Accrued interest receivable – The carrying amount of accrued interest receivable approximates its fair value (Level 1).
Noninterest-bearing deposits – The fair value of noninterest-bearing deposits is the amount payable on demand at the reporting date (Level 2).
Interest-bearing deposits – The fair value of interest-bearing deposits, such as savings accounts, money market checking, and certificates of deposit, is estimated based on discounted cash flows. The cash flows for non-maturity deposits, including savings accounts and money market checking, are estimated based on their historical decaying experiences. The discount rate used for fair valuation is based on interest rates currently being offered by the Bank on comparable deposits as to amount and term (Level 3).
Borrowings and subordinated debentures – Borrowings consist of FHLB advances, subordinated debentures and other borrowings. Discounted cash flows based on current market rates for borrowings with similar remaining maturities are used to estimate the fair value of borrowings (Level 2 and 3).
Accrued interest payable – The carrying amount of accrued interest payable approximates its fair value (Level 1).
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Note 12 — Off-Balance Sheet Commitments
The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk similar to the risk involved with on-balance sheet items.
The Bank’s exposure to losses in the event of non-performance by the other party to commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for extending loan facilities to customers. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon an extension of credit, was based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, premises and equipment, and income-producing or borrower-occupied properties.
Some of the commitments to fund existing loans, lines of credit and letters of credit are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. As of September 30, 2025, the Bank was obligated on $150.0 million of letters of credit to the FHLB of San Francisco, which were being used as collateral for $150.0 million in public fund deposits from the State of California.
The following table shows the distribution of total loan commitments as of the dates indicated:
Unused commitments to extend credit
952,475
782,291
Standby letters of credit
137,509
97,463
Commercial letters of credit
5,639
18,324
Total commitments
1,095,623
898,078
The allowance for credit losses related to off-balance sheet items was maintained at a level believed to be sufficient to absorb current expected lifetime losses related to these unfunded credit facilities. The determination of the allowance adequacy was based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities.
Activity in the allowance for credit losses related to off-balance sheet items was as follows for the periods indicated:
2,506
2,010
2,074
2,474
(399
(26
(490
2,107
1,984
The Company enters into leases in the normal course of business primarily for bank branch offices, back-office operations locations, business development offices, information technology data centers and information technology equipment. The Company’s leases have remaining terms ranging from one month to nine years, some of which include renewal or termination options to extend the lease for up to ten years.
The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option. In addition, the Company has elected to account for any non-lease components in its real estate leases as part of the associated lease component. The Company has also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company’s balance sheet.
Leases are classified as operating or finance leases at the lease commencement date. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the term of the lease. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term.
As of September 30, 2025, the outstanding balances for our right-of-use asset and lease liability were $32.7 million and $36.8 million, respectively. The outstanding balances of the right-of-use asset and lease liability were $35.6 million and $39.8 million, respectively, as of December 31, 2024. The right-of-use asset is reported in prepaid expenses and other assets line item and lease liability is reported in accrued expenses and other liabilities line item on the Consolidated Balance Sheets.
In determining the discount rates, since most of our leases do not provide an implicit rate, we used our incremental borrowing rate provided by the FHLB of San Francisco based on the information available at the commencement date to calculate the present value of lease payments.
At September 30, 2025, future minimum rental commitments under these non-cancelable operating leases, with initial or remaining terms of one year or more, were as follows:
2,148
7,573
7,358
7,004
2029
6,226
Thereafter
10,941
Remaining lease commitments
41,250
Interest
(4,434
Present value of lease liability
36,816
Net lease expense recognized for the three months ended September 30, 2025 and 2024 was $2.3 million and $2.4 million, respectively. This included operating lease costs of $2.4 million and $2.5 million, respectively, reduced by sublease income of $34,000 and $33,000, respectively. Net lease expense recognized for the nine months ended September 30, 2025 and 2024 was $7.1 million and $7.7 million, respectively. This included operating lease costs of $7.2 million and $7.8 million, respectively, reduced by sublease income of $0.1 million for both nine-month periods.
Weighted average remaining lease terms for the Company's operating leases were 5.79 years and 6.35 years as of September 30, 2025 and December 31, 2024, respectively. Weighted average discount rates used for the Company's operating leases were 3.86% and 3.30% as of September 30, 2025 and December 31, 2024, respectively.
Cash paid and included in cash flows from operating activities for amounts used in the measurement of the lease liability of the Company's operating leases was $2.1 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively, and $6.5 million and $6.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Note 14 — Liquidity
As of September 30, 2025, Hanmi Financial had $5.7 million in cash on deposit with its bank subsidiary and $44.2 million of U.S. Treasury securities at fair value. As of December 31, 2024, the Company had $11.4 million in cash on deposit with its bank subsidiary and $38.8 million of U.S. Treasury securities at fair value. Management believes that Hanmi Financial, on a stand-alone basis, has adequate liquid assets to meet its current debt obligations.
The principal objective of our liquidity management program is to maintain the Bank’s ability to meet the day-to-day cash flow requirements of its customers who wish either to withdraw funds or to draw upon credit facilities to meet their cash needs. Management believes that the Bank, on a stand-alone basis, has adequate liquid assets to meet its current obligations. The Bank’s primary funding source will continue to be deposits originating from its branch platform. The Bank’s wholesale funds historically consisted of FHLB advances, brokered deposits, as well as State of California time deposits. As of September 30, 2025 and December 31, 2024, the Bank had $62.5 million and $262.5 million of FHLB advances, and $88.5 million and $60.7 million of brokered deposits,
37
respectively. As of September 30, 2025 and December 31, 2024, the Bank had $150.0 million and $120.0 million of State of California time deposits, respectively.
We monitor the sources and uses of funds on a regular basis to maintain an acceptable liquidity position. Historically, the Bank’s primary source of borrowings is the FHLB, from which the Bank is eligible to borrow up to 30% of its assets. As of September 30, 2025 and December 31, 2024, the total borrowing capacity available, based on pledged collateral was $1.72 billion and $1.69 billion, respectively. The remaining available borrowing capacity was $1.51 billion and $1.30 billion as of September 30, 2025 and December 31, 2024, respectively.
The amount that the FHLB is willing to advance differs based on the quality and character of qualifying collateral pledged by the Bank, and the FHLB may adjust the advance rates for qualifying collateral upwards or downwards from time to time. To the extent deposit renewals and deposit growth are not sufficient to fund maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans, equipment financing agreements and securities, and otherwise fund working capital needs and capital expenditures, the Bank may utilize the remaining borrowing capacity from its FHLB borrowing arrangement.
As a means of augmenting its liquidity, the Bank also had an available borrowing source of $25.6 million from the Federal Reserve Discount Window, to which the Bank pledged securities with a fair value of $27.4 million, with no borrowings outstanding as of September 30, 2025. At December 31, 2024, the available borrowing capacity through the Federal Reserve Bank of San Francisco Discount Window was $27.6 million on pledged securities with market values of $29.4 million, with no borrowings outstanding. The Bank also maintains a line of credit for repurchase agreements up to $100.0 million. The Bank also had three unsecured federal funds lines of credit totaling $140.0 million with no outstanding balances as of September 30, 2025 or December 31, 2024.
Note 15 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivative
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities, including through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.
Derivatives Designated as Hedging Instruments - Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable-rate assets. During the fourth quarter of 2023, the Company entered into a $100.0 million notional interest rate swap designated as a cash flow hedge, with an effective date of May 1, 2024 and a maturity date of May 1, 2026, to hedge a pool of Prime Rate-indexed loans against falling rates. The principal balance of the loan pool designated for the Prime Rate-indexed loans was $125.5 million as of September 30, 2025. During the first quarter of 2024, the Company entered into a $75.0 million notional interest rate swap designated as a cash flow hedge, with an effective date of May 1, 2024 and a maturity date of May 1, 2026, to hedge a pool of one-month SOFR-indexed loans against falling rates. The principal balance of the loan pool designated for the SOFR-indexed loans was $117.4 million as of September 30, 2025.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income in the same period(s) during which the hedged transaction affects earnings. Management evaluated the effectiveness of the Company’s derivatives designated as cash flow hedges at inception and at the balance sheet date and determined they are effective. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the corresponding variable-rate asset. During the next 12 months, the Company estimates that an additional $0.1 million will be reclassified as an increase to interest income.
38
Derivatives Not Designated as Hedging Instruments
The Company also enters into interest rate swap agreements between the Company and its customers and other third-party counterparties. The Company enters into “back to back swap” arrangements whereby the Company executes interest rate swap agreements with its customers and acquires an offsetting swap position from a third-party counterparty. These derivative financial statements are accounted for at fair value, with changes in fair value recognized in the Company’s Consolidated Statements of Income.
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2025 and December 31, 2024.
As of September 30, 2025
Derivative Assets
Derivative Liabilities
Notional Amount
Balance Sheet Location
Derivatives not designated as hedging instruments
Interest rate products
99,768
Other Assets
2,777
Other Liabilities
2,766
Total derivatives not designated as hedging instruments
Derivatives designated as hedging instruments
75,000
100,000
39
Total derivatives designated as hedging instruments
As of December 31, 2024
101,892
4,650
175,000
642
The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income for the three and nine months ended September 30, 2025 and 2024.
Derivatives in Subtopic 815-20 Hedging Relationships
Amount of Gain or (Loss) Recognized in OCI on Derivative
Amount of Gain or (Loss)Recognized in OCI IncludedComponent
Amount of Gain or (Loss)Recognized in OCI ExcludedComponent
Location of Gain or (Loss) Recognized from Accumulated Other Comprehensive Income into Income
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Included Component
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Excluded Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products
Interest Income
(241
Three Months Ended September 30, 2024
(673
40
Nine Months Ended September 30, 2025
(734
Nine Months Ended September 30, 2024
The table below presents the effect of cash flow hedge accounting on the Income Statement for the three and nine months ended September 30, 2025 and 2024.
Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationship
Interest Expense
Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
Interest contracts
Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income
Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income - included component
41
The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Income Statement for the three and nine months ended September 30, 2025 and 2024.
Derivatives Not Designated as HedgingInstruments under Subtopic 815-20
Location of Gain or (Loss) Recognized in Income on Derivative
Amount of Gain or (Loss)Recognized in Income on Derivative
Other income
(44
(18
No fee income was recognized from its derivative financial instruments for the nine months ended September 30, 2025 or 2024.
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2025 and December 31, 2024. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The derivative assets are located within the prepaid and other assets line item on the Consolidated Balance Sheets and the derivative liabilities are located within the accrued expenses and other liabilities line item on the Consolidated Balance Sheets.
Offsetting of Derivative Assets
Gross Amounts Not Offset in the Consolidated Balance Sheets
Gross Amounts of Recognized Assets
Gross Amounts Offset in the Consolidated Balance Sheets
Net Amounts of Assets presented in the Consolidated Balance Sheets
Financial Instruments
Cash Collateral Received
Net Amount
Derivatives
441
1,950
418
Offsetting of Derivative Liabilities
Gross Amounts of Recognized Liabilities
Net Amounts of Liabilities presented in the Consolidated Balance Sheets
Cash Collateral Provided
2,364
4,048
43
The Company has agreements with each of its derivative counterparties that contain a provision stating if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. In addition, these agreements may also require the Company to post additional collateral should it fail to maintain its status as a well- or adequately- capitalized institution.
As of September 30, 2025 and December 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $0. As of September 30, 2025 and December 31, 2024, no collateral was provided related to these agreements.
Note 16 — Segment Reporting
The Company has one reportable segment, Banking, as determined by the Chief Financial Officer, who is designated the chief operating decision maker, based upon information provided about the Company's products and services offered, which are primarily banking operations. The Banking segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business. The chief operating decision maker uses net interest income, net interest margin, non-interest income, non-interest expense, credit loss expense, and net income to assess performance to determine the allocation of resources. These metrics, coupled with monitoring of budget to actual results, are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in our banking operations. Interest expense, provisions for credit losses, and salaries and benefits provide the significant expenses in our banking operations.
The following table presents information reported internally for performance assessment by the chief operating decision maker for the following periods:
Banking Segment
Quarter Ended September 30,
Net interest income
Noninterest income
Segment revenues
70,959
58,489
Other revenues
Total consolidated revenues
Less:
Noninterest expenses
Segment net income
Reconciliation of profit:
Adjustments and reconciling items
Consolidated net income
44
198,986
173,552
Segment assets
Other assets
Consolidated assets
Note 17 — Subsequent Events
On October 24, 2025, the Company announced that the Board of Directors of the Company declared a quarterly cash dividend of $0.27 per share to be paid on November 20, 2025 to stockholders of record as of the close of business on November 4, 2025.
45
The following is management’s discussion and analysis of our results of operations and financial condition as of and for the three and nine months ended September 30, 2025. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”) and with the unaudited consolidated financial statements and notes thereto set forth in this Quarterly Report on Form 10-Q for the period ended September 30, 2025 (this “Report”).
Some of the statements contained in this Report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this Report other than statements of historical fact are “forward–looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about anticipated future operating and financial performance, financial condition and liquidity, asset quality, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding our capital and strategic plans and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, financial condition, levels of activity, performance or achievements to differ from those expressed or implied by the forward-looking statements. These factors include:
For additional information concerning risks we face, see “Part II, Item 1A. Risk Factors” in this Report and in the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and “Item 1A. Risk Factors” in Part I of the 2024 Annual Report on Form 10-K. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, except as required by law.
We have established various accounting policies in accordance with GAAP in the preparation of our financial statements. Our significant accounting policies are described in the Notes to the consolidated financial statements in our 2024 Annual Report on Form 10-K. We had no significant changes in our accounting policies since the filing of our 2024 Annual Report on Form 10-K.
Certain accounting policies require us to make significant estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities, and we consider these to be critical accounting policies. For a description of these critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our 2024 Annual Report on Form 10-K. Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods. Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Company’s Board of Directors.
Net income was $22.1 million, or $0.73 per diluted share, for the three months ended September 30, 2025 compared with $14.9 million, or $0.49 per diluted share, for the same period a year ago. The increase in net income was driven by a $11.0 million increase in net interest income, and a $1.4 million increase in noninterest income, partially offset by a $2.3 million increase in noninterest expense, and a $3.2 million increase in income tax expense. Credit loss expense for the third quarter of 2025 was $2.1 million compared with $2.3 million for the third quarter of 2024.
Net income was $54.9 million, or $1.82 per diluted share, for the nine months ended September 30, 2025 compared with $44.5 million, or $1.47 per diluted share, for the same period a year ago. The $10.4 million increase in net income was driven by a $24.0 million increase in net interest income and a $1.4 million increase in noninterest income, partially offset by a $9.0 million increase in credit loss expense, a $1.9 million increase in noninterest expense, and a $4.2 million increase in income tax expense. Credit loss expense for the nine months ended September 30, 2025 was $12.5 million compared with credit loss expense of $3.5 million for the nine months ended September 30, 2024.
Return on average assets and return on average stockholders’ equity for the three months ended September 30, 2025 were 1.12% and 10.69%, respectively, as compared with 0.79% and 7.55%, respectively, for the three months ended September 30, 2024. Return on average assets and return on average stockholders’ equity for the nine months ended September 30, 2025 were 0.95% and 9.04%, respectively, as compared with 0.79% and 7.65%, respectively, for the nine months ended September 30, 2024. The increase in both ratios, for the quarter to date and year to date comparisons presented, was driven by net income growth that was primarily due to an increase in net interest income.
Additional significant financial highlights include:
47
Our primary source of revenue is net interest income, which is the difference between interest derived from earning assets, and interest paid on liabilities obtained to fund those assets. Our net interest income is affected by changes in the level and mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes. Net interest income is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes. Interest rates charged on loans are affected principally by changes to market interest rates, the demand for loans receivable, the supply of money available for lending purposes, and other competitive factors. Those factors are, in turn, affected by general economic conditions and other factors beyond our control, such as federal economic policies, the general supply of money in the economy, legislative tax policies, governmental budgetary matters, and the actions of the Federal Reserve.
The following table shows the average balance of assets, liabilities and stockholders’ equity, the amount of interest income, and interest expense, the average yield or rate for each category of interest-earning assets and interest-bearing liabilities, and the net interest spread and the net interest margin on a taxable-equivalent basis for the periods indicated. All average balances are daily average balances.
48
September 30, 2024
Average
Income /
Yield /
Balance
Expense
Rate
Interest-earning assets:
Loans receivable (1)
6,304,435
6.03
6,112,324
Securities (2)
985,888
2.70
986,041
2.27
FHLB stock
8.65
Interest-bearing deposits in other banks
239,993
4.27
183,027
5.12
Total interest-earning assets
7,546,701
5.54
7,297,777
5.48
Noninterest-earning assets:
53,144
54,843
(67,851
(67,906
252,039
251,421
7,784,033
7,536,135
Interest-bearing liabilities:
Demand: interest-bearing
86,839
0.17
83,647
0.15
Money market and savings
2,122,967
17,238
3.22
1,885,799
17,863
3.77
Time deposits
2,494,285
24,968
3.97
2,427,737
29,259
4.79
Total interest-bearing deposits
4,704,091
3.56
4,397,183
27,772
4.63
143,479
4.33
130,766
4.83
130,403
5.07
Total interest-bearing liabilities
4,862,629
3.60
4,671,065
4.29
Noninterest-bearing liabilities and equity:
Demand deposits: noninterest-bearing
1,960,331
1,908,833
Other liabilities
142,592
171,987
Stockholders’ equity
818,481
784,250
Cost of deposits (3)
2.51
2.97
Net interest spread (taxable equivalent basis) (4)
1.94
1.19
Net interest margin (taxable equivalent basis) (5)
2.74
The table below shows changes in interest income and interest expense and the amounts attributable to variations in interest rates and volumes for the periods indicated. The variances attributable to simultaneous volume and rate changes have been allocated to the change due to volume and the change due to rate categories in proportion to the relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.
September 30, 2025 vs September 30, 2024
Increases (Decreases) Due to Change In
Volume
3,641
(132
3,509
1,070
1,069
733
(503
230
4,373
436
4,809
2,424
(3,049
(625
802
(5,093
(4,291
(1,259
(1,237
(78
(73
1,973
(8,192
(6,219
Change in net interest income
2,400
8,628
11,028
For the three months ended September 30, 2025 and 2024, net interest income was $61.1 million and $50.1 million, respectively. The increase of $11.0 million was primarily due to a $8.2 million rate driven decrease in interest expense and a $4.4 million volume driven increase in interest and dividend income. The increase in interest and dividend income for the three months ended September 30, 2025 from same period in 2024 was primarily due to increases in the average balance of loans and in the yield on securities. Additionally, $0.6 million of the increase in interest income was due to a recovery from a previously charged-off loan. The decrease in interest expense for the three months ended September 30, 2025 from the same period in 2024 was primarily due to decreases in deposit rates and a decrease in the average balance of borrowings, offset by an increase in the average balance of money market and savings deposits.
The net interest spread and net interest margin, on a taxable equivalent basis, for the quarter ended September 30, 2025, were 1.94% and 3.22%, respectively, compared with 1.19% and 2.74%, respectively, for the same period in 2024. Net interest margin for the quarter ended September 30, 2025 benefited by three basis points from the $0.6 million interest recovery.
The average balance of interest earning assets increased $248.9 million, or 3.4%, to $7.55 billion for the three months ended September 30, 2025, from $7.30 billion for the three months ended September 30, 2024. The average balance of loans increased $192.1 million, or 3.1%, to $6.30 billion for the three months ended September 30, 2025, from $6.11 billion for the three months ended September 30, 2024. The average balance of securities was $985.9 million and $986.0 million for the three months ended September 30, 2025 and 2024, respectively. The average balance of interest-bearing deposits at other banks increased $57.0 million, or 31.1%, to $240.0 million for the three months ended September 30, 2025, from $183.0 million for the three months ended September 30, 2024.
The average yield on interest-earning assets, on a taxable equivalent basis, increased six basis points to 5.54% for the three months ended September 30, 2025, from 5.48% for the three months ended September 30, 2024. The average yield on loans increased to 6.03% for the three months ended September 30, 2025, from 6.00% for the three months ended September 30, 2024. The average loan yield during the three months ended September 30, 2025 benefited by four basis points from the $0.6 million recovery. The average yield on securities, on a taxable equivalent basis, increased to 2.70% for the three months ended September 30, 2025, from 2.27% for the three months ended September 30, 2024. The increase in the average yield on securities was primarily due to the Company using the proceeds from lower-coupon maturing securities to reinvest into higher-coupon securities.
50
The average balance of interest-bearing liabilities increased $191.6 million, or 4.1%, to $4.86 billion for the three months ended September 30, 2025 compared with $4.67 billion for the three months ended September 30, 2024. The average balances of money market and savings accounts increased $237.2 million and the average balance of time deposits increased $66.5 million offset partially by decreases in borrowings of $115.7 million. The increase in average balances of money market and savings accounts was due to an increase in new commercial accounts. The decrease in the average balance of borrowings during the three months ended September 30, 2025 was due to the increase in the average balance on interest-bearing deposits.
The average cost of interest-bearing liabilities was 3.60% and 4.29% for the three months ended September 30, 2025 and 2024, respectively. The average cost of interest-bearing deposits decreased 71 basis points to 3.56% for the three months ended September 30, 2025, compared with 4.27% for the three months ended September 30, 2024. The average cost of time deposits decreased 82 basis points to 3.97% for the three months ended September 30, 2025 compared with 4.79% for the three months ended September 30, 2024. The average cost of money market and savings accounts decreased 55 basis points to 3.22% for the three months ended September 30, 2025 compared with 3.77% for the three months ended September 30, 2024. The decrease in the cost of deposits was primarily due to a decrease in market interest rates. The average cost of borrowings increased to 4.63% for the three months ended September 30, 2025 compared with 4.33% for the three months ended September 30, 2024, as lower-rate borrowings matured or were paid off.
51
The following table shows the average balance of assets, liabilities and stockholders’ equity; the amount of interest income, and interest expense; the average yield or rate for each category of interest-earning assets and interest-bearing liabilities; and the net interest spread and the net interest margin on a taxable-equivalent basis for the periods indicated. All average balances are daily average balances.
6,250,990
5.97
6,113,214
993,730
2.58
978,439
2.17
8.74
8.77
205,663
4.26
188,290
5.16
7,466,768
7,296,328
5.47
53,596
56,217
(69,233
(68,305
250,485
249,517
7,701,616
7,533,757
82,533
95
85,158
92
0.14
2,090,118
51,016
3.26
1,849,053
51,740
3.74
2,425,309
73,616
4.06
2,462,779
87,454
4.74
4,597,960
3.63
4,396,990
4.23
88,561
158,419
4.31
130,788
4.84
130,244
5.06
4,817,309
3.68
4,685,653
1,930,659
1,904,611
142,425
166,372
811,223
777,121
2.55
2.95
1.80
1.21
3.11
7,060
(2,500
4,560
3,116
3,305
(716
7,888
(743
7,145
6,557
(7,281
(724
(1,650
(12,188
(13,838
(2,271
191
(2,080
(204
(202
2,635
(19,476
(16,841
5,253
18,733
For the nine months ended September 30, 2025 and 2024, net interest income was $173.3 million and $149.3 million, respectively. The increase of $24.0 million was primarily due to a $19.5 million rate driven decrease in interest expense primarily due to decreases in deposit rates and a $7.9 million increase in interest income primarily due to an increase in the average balance of loans. The net interest spread and net interest margin, on a taxable equivalent basis, for the nine months ended September 30, 2025, were 1.80% and 3.11%, respectively, compared with 1.21% and 2.74%, respectively, for the same period in 2024. Interest and dividend income increased $7.1 million, or 2.4%, to $305.8 million for the nine months ended September 30, 2025 from $298.7 million for the same period in 2024. Interest expense decreased $16.8 million, or 11.3%, to $132.5 million for the nine months ended September 30, 2025 from $149.3 million for the same period in 2024 primarily due to decreases in deposit rates.
The net interest spread and net interest margin, on a taxable equivalent basis, for the nine months ended September 30, 2025, were 1.80% and 3.11%, respectively, compared with 1.21% and 2.74%, respectively, for the same period in 2024.
The average balance of interest earning assets increased $170.4 million, or 2.3%, to $7.47 billion for the nine months ended September 30, 2025, from $7.30 billion for the nine months ended September 30, 2024. The average balance of loans increased $137.8 million, or 2.3%, to $6.25 billion for the nine months ended September 30, 2025, from $6.11 billion for the nine months ended September 30, 2024. The average balance of securities was $993.7 million and $978.4 million for the nine months ended September 30, 2025 and 2024, respectively. The average balance of interest-bearing deposits at other banks increased $17.4 million, or 9.2%, to $205.7 million for the nine months ended September 30, 2025, from $188.3 million for the nine months ended September 30, 2024.
The average yield on interest-earning assets, on a taxable equivalent basis, increased one basis point to 5.48% for the nine months ended September 30, 2025, from 5.47% for the nine months ended September 30, 2024. The average yield on loans decreased to 5.97% for the nine months ended September 30, 2025, from 6.00% for the nine months ended September 30, 2024. The average yield on securities, on a taxable equivalent basis, increased to 2.58% for the nine months ended September 30, 2025, from 2.17% for the nine months ended September 30, 2024. The increase in the average yield on securities was primarily due to the Company using the proceeds from lower-coupon maturing securities to reinvest into higher-coupon securities.
The average balance of interest-bearing liabilities increased $131.7 million, or 2.8%, to $4.82 billion for the nine months ended September 30, 2025 compared with $4.69 billion for the nine months ended September 30, 2024 due to a $201.0 million increase in the average balance of interest-bearing deposits, partially offset by a $69.9 million decrease in the average balance of borrowings. The average balances of money market and savings accounts increased by $241.1 million while the average balance of
53
time deposits decreased $37.5 million. The increase in average balances of money market and savings accounts was due to an increase in new commercial accounts. The decrease in the average balance of time deposits was due to the shift to money market and savings accounts as market rates decreased. The decrease in the average balance of borrowings was due to an increase in the average balance of interest-bearing deposits.
For the third quarter of 2025, the Company recorded $2.1 million of credit loss expense, comprised of a $2.5 million provision for loan losses partially offset by a $0.4 million recovery recorded for off-balance sheet items. For the same period in 2024, the Company recorded $2.3 million of credit loss expense, comprised of a $2.3 million provision for loan losses, partially offset by a $26,000 recovery for off-balance sheet items.
For the nine months ended September 30, 2025, the Company recorded $12.5 million of credit loss expense, comprised of a $12.5 million provision for loan losses. For the same period in 2024, the Company recorded $3.5 million of credit loss expense, comprised of a $4.0 million provision for loan losses, partially offset by a $0.5 million recovery for off-balance sheet items. The $9.0 million increase in provision for loan losses was primarily the result of a $8.5 million increase in net charge-offs.
See also “Allowance for Credit Losses and Allowance for Credit Losses Related to Off-Balance Sheet Items” for further details.
The following table sets forth the various components of noninterest income for the periods indicated:
Increase(Decrease)
Percent
(151
(6.53
)%
297
23.68
Servicing income
924
817
107
13.10
Bank-owned life insurance income
1,259
320
939
293.44
All other operating income
973
1,008
(35
(3.47
Service charges, fees & other
6,867
5,710
20.26
Gain on sale of SBA loans
313
20.27
832
256.79
Gain on sale of bank premises
860
(860
(100.00
1,442
17.09
For the three months ended September 30, 2025 and 2024, noninterest income was $9.9 million, an increase of $1.4 million compared to the third quarter of 2024. The increase was primarily due to a $0.9 million increase in bank-owned life insurance income as a result of death benefit claims in the third quarter of 2025, a $0.8 million increase in gain on sale of residential mortgage loans, a $0.3 million increase in trade finance and other service charges and fees and a $0.3 million increase in gain on sale of SBA loans. These increases were partially offset by a $0.9 million gain on sale of bank premises in the third quarter of 2024 that did not recur in 2025.
During the third quarter of 2025, the Company sold $67.8 million of residential mortgage loans, recognizing a net gain of $1.2 million and sold $32.6 million of SBA loans, recognizing a net gain of $1.9 million. During the third quarter of 2024, the Company sold $20.9 million of residential loans, recognizing a net gain of $0.3 million, and sold $23.0 million of SBA loans, recognizing a net gain of $1.5 million. Trade premiums on SBA loan sales were 6.95% and 8.54% for the three months ended
54
September 30, 2025 and 2024, respectively. Premiums on residential mortgage loan sales were 2.50% and 2.32% for the three months ended September 30, 2025 and 2024, respectively.
(643
(8.94
464
11.76
2,410
2,325
85
3.66
2,276
1,262
1,014
80.35
2,686
2,846
(160
(5.62
18,327
17,567
760
1,349
28.89
199
17.58
1,448
5.98
For the nine months ended September 30, 2025 and 2024, noninterest income was $25.7 million and $24.2 million, respectively. The $1.3 million increase in gain on sale of SBA loans and $1.0 million increase in bank-owned life insurance income was offset by a $0.9 million decrease in gain on sale of bank premises and a $0.6 million decrease in service charges on deposit accounts. The increase in bank-owned life insurance income is due to a $1.0 million increases in death benefits. The decrease in gain on sale of bank premises was due to a $0.9 million gain on a branch sale in 2024 that did not recur in 2025. The decrease in service charges on deposit accounts was due to reductions in the number of transactions eligible for service charges.
During the nine months ended September 30, 2025, the Company sold $77.9 million of residential mortgage loans, recognizing a gain of $1.3 million, and sold $100.2 million of SBA loans, recognizing a net gain of $6.0 million. During the nine months ended September 30, 2024, the Company sold $70.0 million of residential loans, recognizing a net gain of $1.1 million, and sold $72.1 million of SBA loans, recognizing a net gain of $4.7 million. Trade premiums on SBA loans sales were 7.46% and 8.07% for the nine months ended September 30, 2025 and 2024, respectively. Premiums on residential mortgage loan sales were 2.43% and 2.21% for the nine months ended September 30, 2025 and 2024, respectively.
The following table sets forth the components of noninterest expense for the periods indicated:
1,312
6.29
0.18
0.55
486
32.57
(115
(21.38
81
12.84
All other operating expenses
3,665
2,875
790
27.48
Subtotal
37,308
34,725
2,583
7.44
Other real estate owned (income) expense
77
(60
N/M
Repossessed personal property expense
278
(246
(88.49
2,277
6.49
For the three months ended September 30, 2025, noninterest expense was $37.4 million, an increase of $2.3 million, or 6.5%, compared with $35.1 million for the same period in 2024. The increase was mainly attributed to a $1.3 million increase in salaries and employee benefits, a $0.8 million increase in all other operating expenses, and a $0.5 million increase in professional fees, partially offset by a $0.2 million decrease in repossessed personal property expense and a $0.1 million decrease in supplies and communications. The increase in salaries and employee benefits was mainly attributed to increased wages, incentives and insurance benefit premiums. The increase in all other operating expenses was mainly due to a $0.8 million increase in loan and deposit-related expenses. The increase in professional fees was mainly attributed to a $0.5 million increase in legal fees and related expenses. The decrease in repossessed personal property expense was due to a decrease in losses on sale of repossessed equipment lease assets. The decrease in supplies and communication was due to one-time costs associated with branch closures in 2024 that did not recur in 2025.
2,334
3.71
13,342
(41
(0.31
298
2.69
0.72
(255
(14.91
(113
(5.12
10,409
9,326
1,083
11.61
109,008
105,665
3,343
3.16
Branch consolidation expense
301
(301
(403
105
(508
84
(88.48
1,889
1.77
For the nine months ended September 30, 2025, noninterest expense was $108.7 million, an increase of $1.9 million, or 1.8%, compared with $106.8 million for the same period in 2024. The increase was mainly attributed to a $2.3 million increase in salaries and employee benefits and a $0.3 million increase in data processing, partially offset by a $0.6 million decrease in repossessed personal property expense, and a $0.3 million decrease in supplies and communications. The increase in salaries and employee benefits was primarily due to an increase in annual merit raises and promotions. The increase in data processing was mainly due to an increase in software licenses and related costs. The decrease in repossessed personal property expense was due to a decrease in loss on sale of repossessed equipment lease assets. The decrease in other-real-estate-owned (income) expense was due to a $0.6 million gain on a sale of an other-real-estate-owned property in the second quarter of 2025. The decreases in branch consolidation expense and supplies and communications were due to costs associated with branch closures in 2024 that did not recur in 2025.
Income tax expense was $9.4 million and $6.2 million, representing an effective income tax rate of 29.9% and 29.5% for the three months ended September 30, 2025 and 2024, respectively. Income tax expense was $23.0 million and $18.8 million, representing an effective income tax rate of 29.5% and 29.7% for the nine months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025, our securities portfolio, which is all available for sale, consisted of U.S. government agency and sponsored agency mortgage-backed securities, collateralized mortgage obligations and debt securities, tax-exempt municipal bonds and U.S. Treasury securities. Most of these securities carry fixed interest rates. Other than holdings of U.S. government agency and sponsored agency obligations, there were no securities of any one issuer exceeding 10% of stockholders’ equity as of September 30, 2025 or December 31, 2024.
Securities decreased $1.1 million to $904.7 million at September 30, 2025 from $905.8 million at December 31, 2024, mainly attributed to $169.5 million in payments and maturities, partially offset by $139.3 million in securities purchases and a decrease in unrealized losses on securities, net of tax, of $22.3 million during the nine months ended September 30, 2025.
The following table summarizes the contractual maturity schedule for securities, at amortized cost, and their cost weighted average yield, which is calculated using amortized cost as the weight, as of September 30, 2025:
After OneYear But
After FiveYears But
Within OneYear
Within FiveYears
Within TenYears
After TenYears
Yield
102,887
4.13
29,084
3.67
0.00
4.03
2,194
3.34
128,570
1.57
288,249
2.08
1.93
1,471
0.76
3,193
3.46
68,202
2.48
2.49
1.32
1,302
1.05
197,878
4.36
4.34
42,497
1.50
31,469
1.69
43,968
1.48
36,924
2.15
129,872
1.56
554,329
2.94
2.59
68,535
1.33
6,766
1.40
1.34
3.33
66,008
2.82
198,407
1.49
561,095
2.92
2.68
As of September 30, 2025 and December 31, 2024, loans receivable (excluding loans held for sale), net of deferred loan fees and costs, discounts and allowance for credit losses, were $6.46 billion and $6.18 billion, respectively. The increase of $277.2 million was primarily due to $1.2 billion in new loan production, offset partially by $565.2 million in loan sales and payoffs, and amortization and other reductions of $403.8 million. Loan production consisted of commercial real estate loans of $435.4 million, residential mortgages of $242.0 million, commercial and industrial loans of $307.2 million, equipment financing agreements of $114.6 million and SBA loans of $147.0 million.
The table below shows the maturity distribution of outstanding loans, before the allowance for credit losses as of September 30, 2025. In addition, the table shows the distribution of such loans between those with variable interest rates (including floating, adjustable and hybrids) and those with fixed or predetermined interest rates.
After OneYear butWithinThreeYears
After ThreeYears butWithinFiveYears
After FiveYears butWithinFifteenYears
AfterFifteenYears
208,230
309,137
379,195
130,105
79,771
101,258
363,384
305,621
37,066
15,704
236,575
237,840
38,994
9,872
9,750
404,455
463,826
480,404
94,506
39,635
950,518
1,374,187
1,204,214
271,549
144,860
65,966
3,997
6,670
268
5,966
1,030,673
1,023,154
1,378,184
1,204,482
277,515
1,175,533
419,830
198,565
221,073
213,054
33,321
211,303
158,873
13,372
1,476,305
1,788,052
1,584,428
503,941
Loans with predetermined interest rates
848,350
1,092,873
577,714
25,119
267,671
2,811,727
Loans with variable interest rates
627,955
695,179
1,006,714
478,822
907,862
3,716,532
57
The table below shows the maturity distribution of outstanding loans, before the allowance for credit losses, with fixed or predetermined interest rates, as of September 30, 2025.
After OneYear butWithin ThreeYears
After ThreeYears butWithin FiveYears
181,687
212,149
176,651
101
472
571,060
88,863
218,899
42,324
350,485
117,904
199,184
15,893
332,981
287,508
248,388
169,878
5,519
3,206
714,499
675,962
878,620
404,746
5,620
4,077
1,969,025
1,445
2,789
263,594
267,838
677,407
404,756
8,409
2,236,863
137,622
2,950
14,085
3,338
157,995
The table below shows the maturity distribution of outstanding loans, before the allowance for credit losses, with variable interest rates (including floating, adjustable and hybrids), as of September 30, 2025.
26,543
96,988
202,544
130,004
79,299
535,378
12,395
144,485
263,297
37,067
15,305
472,549
118,670
38,656
23,101
9,751
200,050
116,947
215,438
310,526
88,987
36,428
768,326
274,555
495,567
799,468
265,930
140,783
1,976,303
5,226
258
3,176
767,079
775,739
345,747
499,564
799,726
269,106
2,822,005
282,208
195,615
206,988
209,716
894,527
As of September 30, 2025, the loan portfolio included the following concentrations of loan types to borrowers in industries that represented greater than 10.0% of loans receivable outstanding:
Percentage of
Balance as of
Loans Receivable
Lessor of nonresidential buildings
1,598,682
24.5
822,248
Loans 30 to 89 days past due and still accruing were $11.6 million at September 30, 2025, compared with $18.5 million at December 31, 2024.
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Criticized loans include special mention and classified loans. Activity in criticized loans was as follows for the periods indicated:
12,700
33,857
Additions
4,277
7,078
Reductions
(12,346
36,922
33,946
129,744
34,605
(35,090
(40,174
131,576
28,377
4,724
38,016
(127,562
(35,110
65,315
31,367
130,002
46,984
(63,741
(49,974
Special mention loans increased $4.1 million during the third quarter of 2025. The increase in special mention loans included downgrades of $4.3 million, partially offset by amortization and paydowns of $0.2 million.
Special mention loans were $16.8 million and $139.6 million at September 30, 2025 and December 31, 2024, respectively. The $122.8 million decrease in the first nine months of 2025 reflected loan upgrades of $105.8 million on a commercial and industrial loan during the first quarter and two commercial real estate loans during the second quarter, paydowns of $20.0 million and amortization of $1.7 million, offset by downgrades of $4.7 million.
Classified loans decreased $5.3 million during the third quarter of 2025. The decrease included a $2.0 million transfer to other-real-estate owned, $2.4 million of equipment financing charge-offs, $1.2 million of amortization and paydowns, $3.8 million of loan upgrades and $2.8 million of payoffs, offset by $7.1 million in additions. Additions included newly classified equipment financing agreements of $3.1 million and loan downgrades of $4.0 million.
Classified loans were $28.6 million and $25.7 million at September 30, 2025 and December 31, 2024, respectively. The $2.9 million increase in classified loans for the nine months ended September 30, 2025 resulted from $29.2 million of loan downgrades and $8.9 million of additions to classified loans. The loan downgrades were primarily the result of a $20.0 million commercial real estate office loan designated as nonaccrual during the first quarter of 2025. Additions were offset by $17.2 million of charge-offs, including an $8.6 million charge-off during the second quarter of 2025 of an office loan and $8.0 million of equipment financing charge-offs, $8.1 million of upgrades, $3.8 million of amortization and paydowns and $4.1 million of payoffs and a $2.0 million transfer to other-real-estate-owned.
Nonperforming Assets
Nonperforming loans consist of nonaccrual loans and loans 90 days or more past due and still accruing interest. Nonperforming assets consist of nonperforming loans and OREO. Loans are placed on nonaccrual status when, in the opinion of
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management, the full timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued when principal or interest payments become more than 90 days past due, unless we believe the loan is adequately collateralized and in the process of collection. However, in certain instances, we may place a particular loan on nonaccrual status earlier, depending upon the individual circumstances surrounding the loan’s delinquency. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is reversed against current income. Subsequent collections of cash are applied as principal reductions when received, except when the ultimate collectability of principal is probable, in which case interest payments are credited to income. Nonaccrual loans may be restored to accrual status when principal and interest become current and full repayment is expected, which generally occurs after sustained payment of six months. Interest income is recognized on the accrual basis for loans not meeting the criteria for nonaccrual. OREO consists of properties acquired by foreclosure or similar means.
Except for nonaccrual loans, management is not aware of any other loans as of September 30, 2025 for which known credit problems of the borrower would cause serious doubts as to the ability of such borrowers to comply with their present loan repayment terms, or any known events that would result in a loan being designated as nonperforming at some future date.
Nonaccrual loans were $19.4 million and $14.3 million as of September 30, 2025 and December 31, 2024, respectively, representing an increase of $5.1 million, or 35.7%. As of September 30, 2025 and December 31, 2024, 1.62% and 1.81% of equipment financing agreements were on nonaccrual status, respectively. At September 30, 2025, there were no loans 90 days or more past due and still accruing interest. At December 31, 2024, all loans 90 days or more past due were classified as nonaccrual.
The $19.4 million of nonperforming loans as of September 30, 2025 had individually evaluated allowances of $4.4 million, compared with $14.3 million of nonperforming loans with individually evaluated allowances of $6.2 million as of December 31, 2024.
Nonperforming assets were $21.4 million at September 30, 2025, or 0.27% of total assets, compared with $14.4 million, or 0.19%, at December 31, 2024. Additionally, not included in nonperforming assets were repossessed personal property assets associated with equipment finance agreements of $0.4 million and $0.6 million at September 30, 2025 and December 31, 2024, respectively.
Individually Evaluated Loans
The Company reviews loans on an individual basis when the loan does not share similar risk characteristics with loan pools. Individually evaluated loans are measured for expected credit losses based on the present value of expected cash flows discounted at the effective interest rate, the observable market price, or the fair value of collateral.
Individually evaluated loans were $19.4 million and $14.3 million as of September 30, 2025 and December 31, 2024, respectively, representing an increase of $5.1 million, or 35.7%. Specific allowances associated with individually evaluated loans decreased $1.8 million to $4.4 million as of September 30, 2025 compared with $6.2 million as of December 31, 2024, due to increased charge-offs, offset by new specific allowances on individually evaluated loans.
A borrower is experiencing financial difficulties when there is a probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. The Company may modify loans to borrowers experiencing financial difficulties by providing principal forgiveness, a term extension, an other-than-insignificant payment delay, or an interest rate reduction.
Allowance for Credit Losses and Allowance for Credit Losses Related to Off-Balance Sheet Items
Effective January 1, 2025, the Company changed its methodology for estimating expected credit losses on its loan portfolio. The Company’s estimate of the allowance for credit losses at September 30, 2025 and December 31, 2024 reflected losses expected over the remaining contractual life of assets based on historical, current, and forward-looking information. The contractual term does not consider extensions, renewals or modifications.
Our allowance for credit losses methodology incorporates a variety of risk considerations, both quantitative and qualitative, that management believes is appropriate to absorb lifetime credit losses at each reporting date. Quantitative factors include the general
60
economic forecast in our markets, risk ratings, delinquency trends, collateral values, changes in nonperforming loans, and other factors.
We use qualitative factors to adjust the allowance calculation for risks not considered by the quantitative calculations. Qualitative factors considered in our methodologies include concentrations of credit, changes in lending management and staff, and quality of the loan review system.
The Company reviews baseline and alternative economic scenarios from Moody’s (previously known as Moody’s Analytics, a subsidiary of Moody’s Corporation) for consideration in the quantitative portion of our analysis of the allowance for credit losses. Moody’s publishes a baseline forecast that represents the estimate of the most likely path for the United States economy through the current business cycle (50% probability that economic conditions will be worse and 50% probability that economic conditions will be better) as well as alternative scenarios to examine how different types of shocks will affect the future performance of the United States economy.
The Company utilizes a midpoint approach of multiple forward-looking scenarios to incorporate losses from a baseline, upside (stronger near-term growth) and downside (slower near-term growth) economy. As a result, the upside and downside scenarios each receive a weight of 30%, and the baseline receives a weight of 40%.
Certain quantitative and qualitative factors used to estimate credit losses and establish an allowance for credit losses are subject to uncertainty. The adequacy of our allowance for credit losses is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments.
Although management believes it uses the best information available to establish the allowance for credit losses, future adjustments to the allowance for credit losses may be necessary and the Company’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations.
In addition, because future events affecting borrowers and collateral cannot be predicted without uncertainty, the existing allowance for credit losses may not be adequate or increases may be necessary should the quality of any loans deteriorate as a result of the factors discussed. Any material increase in the allowance for credit losses would adversely impact the Company's financial condition and results of operations.
The following table reflects our allocation of the allowance for credit losses by loan category as well as the amount of loans in each loan category, including related percentages:
The following table sets forth certain ratios related to our allowance for credit losses at the dates presented:
As of
Ratios:
Allowance for credit losses to loans receivable
1.07
1.12
Nonaccrual loans to loans
0.30
0.23
Allowance for credit losses to nonaccrual loans
360.31
491.50
Balance:
Nonaccrual loans at end of period
Nonperforming loans at end of period
The allowance for credit losses was $69.8 million and $70.1 million at September 30, 2025 and December 31, 2024, respectively. The allowance attributed to individually evaluated loans was $4.5 million and $6.2 million as of September 30, 2025 and December 31, 2024, respectively. The allowance attributed to collectively evaluated loans was $65.3 million and $64.0 million as of September 30, 2025 and December 31, 2024, respectively.
As of both September 30, 2025 and December 31, 2024, the allowance for credit losses related to off-balance sheet items, primarily unfunded loan commitments, was $2.1 million. The Bank closely monitors the borrower’s repayment capabilities, while funding existing commitments to ensure losses are minimized. Based on management’s evaluation and analysis of portfolio credit quality, prevailing economic conditions and economic forecasts, we believe these allowances were adequate for current expected lifetime losses in the loan portfolio and off-balance sheet exposure as of September 30, 2025.
The following table presents a summary of gross charge-offs and recoveries for the loan portfolio:
Gross charge-offs
Gross recoveries
Net (charge-offs) recoveries
(876
(12,829
(4,263
For the three months ended September 30, 2025, gross charge-offs decreased $1.2 million from the same period in 2024. Gross recoveries for the three months ended September 30, 2025 increased $0.2 million from the same period in 2024. Gross charge-offs for the three months ended September 30, 2025 primarily consisted of $2.4 million of equipment financing agreements charge-offs. Gross charge-offs for the three months ended September 30, 2024 primarily consisted of a $1.1 million charge-off on a construction loan, $2.5 million of equipment financing charge-offs and commercial and industrial charge-offs of $0.2 million. Gross recoveries for the three months ended September 30, 2025 primarily consisted of a $2.0 million recovery on a commercial loan and $0.8 million of recoveries on equipment financing agreements. Proceeds received on the commercial loan totaled $2.6 million, representing the $2.0 million recovery and $0.6 million recognized as interest income. Gross recoveries for the three months ended September 30, 2024 primarily consisted of a $1.7 million recovery on a commercial loan, $0.7 million in recoveries on real estate loans and $0.5 million in recoveries on equipment financing agreements.
For the nine months ended September 30, 2025, gross charge-offs increased $9.9 million from the same period in 2024. Gross recoveries for the nine months ended September 30, 2025 increased $1.4 million from the same period in 2024. Gross charge-offs for the nine months ended September 30, 2025 primarily consisted of an $8.6 million charge-off on a commercial real estate loan designated as nonaccrual in the first quarter of 2025 and $8.1 million of equipment financing agreements charge-offs. Gross charge-offs for the nine months ended September 30, 2024 primarily consisted of $6.6 million of equipment financing agreements charge-offs. Gross recoveries for the nine months ended September 30, 2025 primarily consisted of $2.2 million of recoveries on equipment financing agreements and $2.3 million of recoveries on commercial loans. Gross recoveries for the nine months ended September 30, 2024 primarily consisted of $1.7 million of recoveries on a commercial loan and $1.8 million of recoveries on equipment financing agreements.
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The following table presents a summary of net (charge-offs) recoveries for the loan portfolio:
Average Loans
Net (Charge-Offs) Recoveries
Net (Charge-Offs) Recoveries to Average Loans (1)
Commercial real estate loans
3,934,476
(8,422
(0.86
3,950,295
(8,169
(0.28
Residential loans
1,029,213
8,355
3.25
998,521
(65
(0.01
904,019
2,105
0.93
840,404
1,306
0.21
436,727
(1,556
(1.43
461,770
(5,901
(1.70
0.03
(0.27
3,885,328
3,871,570
949,709
(404
(0.17
964,754
(386
(0.05
753,578
1,489
0.79
729,491
1,465
0.27
523,721
(1,961
(1.50
547,403
(5,342
(1.30
6,112,336
(0.06
6,113,218
(0.09
Deposits
The following table shows the composition of deposits by type as of the dates indicated:
Demand – noninterest-bearing
30.8
32.6
Interest-bearing:
Demand
86,834
80,323
1.2
2,094,028
31.0
1,933,535
30.0
Uninsured amount of time deposits more than $250,000:
Three months or less
238,345
3.5
225,015
Over three months through six months
296,223
4.4
219,304
3.4
Over six months through twelve months
223,830
3.3
202,966
3.2
Over twelve months
480
0.0
All other insured time deposits
1,739,767
25.7
1,677,985
26.1
Total deposits were $6.77 billion and $6.44 billion as of September 30, 2025 and December 31, 2024, respectively, representing an increase of $330.9 million, or 5.1%. The increase in deposits was primarily driven by a $160.5 million increase in money market and savings deposits and a $173.4 million increase in time deposits as a result of new commercial accounts and branch openings during the first nine months of 2025. At September 30, 2025, the loan-to-deposit ratio was 96.5% compared with 97.1% at December 31, 2024.
As of September 30, 2025, the aggregate amount of uninsured deposit accounts (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance) was $2.98 billion. For time deposits, the aggregate amount exceeding the insurance limit was $758.9 million. For demand money market and savings accounts, the aggregate amount exceeding the insurance limit was $2.22 billion. At September 30, 2025, $1.35 billion of total uninsured deposits were in accounts with balances of $5.0 million or more. As of December 31, 2024, the aggregate amount of uninsured deposits was $2.72 billion. The aggregate amount of uninsured time deposits was $647.3 million. For demand, money market and savings accounts, the aggregate amount of uninsured
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deposits was $2.07 billion. At December 31, 2024, $1.21 billion of total uninsured deposits were in accounts with balances of $5.0 million or more.
The Bank’s wholesale funds have historically consisted of FHLB advances, brokered deposits as well as State of California time deposits. As of September 30, 2025 and December 31, 2024, the Bank had $62.5 million and $262.5 million of FHLB advances, and $88.5 million and $60.7 million of brokered deposits, respectively. The Bank had $150.0 million and $120.0 million of State of California time deposits, as of September 30, 2025 and December 31, 2024, respectively.
The Bank maintains a secured credit facility with the FHLB, allowing for advances on an open basis (no maturity) or a term basis ranging from overnight or longer. At September 30, 2025, the Bank had no open advances, $12.5 million of term advances and $50.0 million of overnight advances with the FHLB. At December 31, 2024, the Bank had $225.0 million of open advances, $37.5 million of term advances and no overnight advances with the FHLB.
The weighted-average interest rate of all FHLB advances at September 30, 2025 and December 31, 2024 was 4.56% and 4.75%, respectively.
The FHLB maximum amount outstanding at any month end during each of the year-to-date periods ended September 30, 2025 and December 31, 2024 was $152.5 million and $350.0 million, respectively.
The following is a summary of contractual maturities of FHLB advances greater than twelve months:
FHLB of San Francisco
WeightedAverageRate
Outstanding advances over 12 months
Subordinated debentures were $130.3 million and $130.6 million as of September 30, 2025 and December 31, 2024, respectively. Subordinated debentures are comprised of fixed-to-floating subordinated notes of $108.7 million and $108.5 million as of September 30, 2025 and December 31, 2024, respectively, and junior subordinated deferrable interest debentures of $21.6 million and $22.1 million as of September 30, 2025 and December 31, 2024, respectively. See “Note 8 – Borrowings and Subordinated Debentures” to the consolidated financial statements for more details.
Stockholders’ equity was $779.6 million and $732.2 million as of September 30, 2025 and December 31, 2024, respectively. Net income, net of $24.5 million of dividends paid, added $30.3 million to stockholders' equity for the period, as did $2.7 million of share-based compensation, a $22.3 million decrease in unrealized after-tax losses on securities available for sale and a $0.5 million decrease in unrealized after-tax losses on cash flow hedges due to changes in interest rates. These increases were offset by the $7.4 million cost of stock repurchases as the Company repurchased 319,698 shares of common stock during the period at an average share price of $23.26. At September 30, 2025, 980,802 shares remain under the Company's share repurchase program.
Interest Rate Risk Management
The spread between interest income on interest-earning assets and interest expense on interest-bearing liabilities is the principal component of net interest income, and interest rate changes substantially affect our financial performance. We emphasize capital protection through stable earnings. In order to achieve stable earnings, we prudently manage our assets and liabilities and closely monitor the percentage changes in net interest income and equity value in relation to limits established within our guidelines.
The Company performs simulation modeling to estimate the potential effects of interest rate changes. The following table summarizes one of the stress simulations performed to forecast the impact of changing interest rates on net interest income and the value of interest-earning assets and interest-bearing liabilities reflected on our balance sheet (i.e., an instantaneous parallel shift in the yield curve of the magnitude indicated below) as of September 30, 2025. The Company compares this stress simulation to policy
64
limits, which specify the maximum tolerance level for net interest income exposure over a 1- to 12-month and a 13- to 24- month horizon, given the basis point adjustment in interest rates reflected below.
Net Interest Income Simulation
1- to 12-Month Horizon
13- to 24-Month Horizon
Change in Interest
Dollar
Percentage
Rates (Basis Points)
Change
300
26,426
9.51
53,663
17.30
200
17,914
6.45
36,188
11.67
100
10,580
3.81
20,386
6.57
(100)
(10,220
(3.68
%)
(21,792
(7.03
(200)
(18,875
(6.79
(44,006
(14.19
(300)
(25,344
(9.12
(65,713
(21.19
Economic Value of Equity (EVE)
86,170
9.85
66,070
7.55
46,566
5.32
(59,073
(6.75
(135,641
(15.50
(224,781
(25.69
The estimated sensitivity does not necessarily represent our forecast, and the results may not be indicative of actual changes to our net interest income. These estimates are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows.
The key assumptions, based upon loans receivable, securities and deposits, are as follows:
Conditional prepayment rates*:
Deposit rate betas*:
NOW, savings, money market demand
Time deposits, retail and wholesale
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* Balance-weighted average
While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.
Historically, our primary source of capital has been the retention of operating earnings. In order to ensure adequate capital levels, the Board regularly assesses projected sources and uses of capital, expected loan growth, anticipated capital management tools (such as stock repurchases and dividends), and projected capital thresholds under adverse and severely adverse economic conditions. In addition, the Board considers the Company’s access to capital from financial markets through the issuance of additional debt and securities, including common stock or notes, to meet its capital needs.
The Company’s ability to pay dividends to stockholders depends in part upon dividends it receives from the Bank. California law restricts the amount available for cash dividends to the lesser of a bank’s retained earnings or net income for its last three fiscal
65
years (less any distributions to stockholders made during such period). Where the above test is not met, cash dividends may still be paid, with the prior approval of the California Department of Financial Protection and Innovation (“DFPI”), in an amount not exceeding the greater of: (1) retained earnings of the Bank; (2) net income of the Bank for its last fiscal year; or (3) the net income of the Bank for its current fiscal year. The Company paid dividends of $24.5 million ($0.81 per share) for the nine months ended September 30, 2025 and $30.4 million ($1.00 per share) for the year ended December 31, 2024. As of October 1, 2025, the Bank has the ability to pay dividends of approximately $68.1 million, after giving effect to the $0.27 per share dividend declared on October, 24, 2025, for the fourth quarter of 2025, without the prior approval of the Commissioner of the DFPI.
At September 30, 2025, the Bank’s total risk-based capital ratio of 14.28%, Tier 1 risk-based capital ratio of 13.20%, common equity Tier 1 capital ratio of 13.20% and Tier 1 leverage capital ratio of 11.46% placed the Bank in the “well capitalized” category pursuant to capital rules, which is defined as institutions with total risk-based capital ratio equal to or greater than 10.00%, Tier 1 risk-based capital ratio equal to or greater than 8.00%, common equity Tier 1 capital ratios equal to or greater than 6.50%, and Tier 1 leverage capital ratio equal to or greater than 5.00%.
At September 30, 2025, the Company's total risk-based capital ratio was 15.05%, Tier 1 risk-based capital ratio was 12.33%, common equity Tier 1 capital ratio was 12.00% and Tier 1 leverage capital ratio was 10.64%.
For a discussion of the applicable capital adequacy framework, see "Regulation and Supervision - Capital Adequacy Requirements" in our 2024 Annual Report on Form 10-K.
For a discussion of off-balance sheet arrangements, see Note 12 - Off-Balance Sheet Commitments included in the notes to unaudited consolidated financial statements in this Report and “Item 1. Business - Off-Balance Sheet Commitments” in our 2024 Annual Report on Form 10-K.
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For quantitative and qualitative disclosures regarding market risks, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk Management” in this Report.
Evaluation of Disclosure Controls and Procedures
Management is responsible for the disclosure controls and procedures of the Corporation. Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Corporation's internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 1. Legal Proceedings
From time to time, Hanmi Financial and its subsidiaries are parties to litigation that arises in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the business of Hanmi Financial and its subsidiaries. In the opinion of management, the resolution of any such issues would not have a material adverse impact on the financial condition, results of operations, or liquidity of Hanmi Financial or its subsidiaries.
There have been no material changes in risk factors applicable to the Corporation from those described in “Risk Factors” in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factor represents a material update and addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
SBA lending is a meaningful component of our non-interest income. Our SBA lending program is dependent upon the U.S. federal government, and, therefore this income will be negatively impacted by a prolonged shutdown. The gain on the sale of SBA loans provides a meaningful portion of our non-interest income. Our SBA lending program is dependent upon the U.S. federal government. We are designated by the SBA as a Preferred Lender. As an SBA Preferred Lender, we are able to offer SBA loans to our customers without the potentially lengthy SBA approval process for application, servicing or liquidation actions required for lenders that are not SBA Preferred Lenders. Any prolonged government shutdown could, among other things, impede our ability to sell SBA loans in the secondary market, which could adversely affect our business, consolidated financial condition and consolidated results of operations.
On April 25, 2024, the Company announced that the Board of Directors has adopted a stock repurchase program under which the Company may repurchase up to 5% of its outstanding shares, or approximately 1.5 million shares of its common stock. As of September 30, 2025, 980,802 shares remained available for future purchases under that stock repurchase program. The program has no scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time.
The following table represents information with respect to repurchases of common stock made by the Company during the three months ended September 30, 2025:
Purchase Date:
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Program
Maximum Shares That May Yet Be Purchased Under the Program
July 1, 2025 - July 31, 2025
23.30
59,881
1,120,619
August 1, 2025 - August 31, 2025
23.00
101,019
1,019,600
September 1, 2025 - September 30, 2025
24.83
38,798
980,802
23.45
199,698
The Company acquired 1,118 shares from employees in connection with the satisfaction of employee tax withholding obligations incurred through the vesting of Company stock awards during the three months ended September 30, 2025. Shares withheld to pay income taxes upon the vesting of stock awards are repurchased pursuant to the terms of the applicable plan and not under the Company's repurchase program.
None.
Not applicable.
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Hanmi securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Change in Control Agreements
On November 6, 2025, the Company and the Bank entered into a change in control agreement with each of Anthony Kim, Senior Executive Vice President and Chief Banking Officer of the Company and the Bank, Matthew Fuhr, Executive Vice President and Chief Credit Officer of the Company and the Bank, and Michael Du, Executive Vice President and Chief Risk Officer of the Company and the Bank (the “Executives”) (collectively, the “CIC Agreements”). The initial term of the CIC Agreements is for 24 months. Commencing on January 1, 2026, and each subsequent January 1st, the term of the CIC Agreements will renew for 24 months so that the remaining term will be 24 months from such January 1st renewal date, unless either party provides notice of non-renewal of the term at least 60 days before such January 1st renewal date.
If, during the term of the CIC Agreements and within two years following a change in control, an Executive’s employment is terminated by the Company or the Bank for a reason other than cause, disability, or death or by the Executive for good reason (collectively, a “Qualifying Termination”), then the Company or the Bank will pay the Executive in a lump sum in cash within ten days after the date of termination the sum of the following amounts: (a) the Executive’s earned but unpaid base salary through the date of termination; (b) the Executive’s annual cash incentive to be paid at: (i) target for the fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), pro-rated through the date of termination or, (ii) if greater, the Executive’s annual incentive at target in effect immediately before the change in control, pro-rated through the date of termination; (c) all other benefits due to the Executive under the Bank’s and the Company’s compensation and benefits plans; (d) a cash severance payment equal to two times the sum of (i) the Executive’s base salary (or if greater, the Executive’s base salary prior to the change in control), and (ii) the greater of the Executive’s (a) average annual cash incentive earned in the prior three consecutive calendar years, or (b) the annual cash incentive that would be paid or payable to the Executive at target for the fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all performance-related conditions. Further, if the Executive timely elects to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank will pay directly or, at its election, reimburse the Executive for the cost of such COBRA premiums for a period of up to 18 months.
In addition, the Executive’s time-based equity awards will fully vest as of the date of such change in control and the Executive’s performance-based equity awards will be treated in accordance with the terms of the plan document and applicable award agreement governing such performance-based equity award. The CIC Agreements include a “best net benefit” provision, that provides that if an excise tax under Sections 280G and 4999 of the Internal Revenue Code would be assessed on the payments or other benefits received under the CIC Agreement in connection with a change in control, the Executive will either (1) receive all the payments and benefits to which the Executive is entitled under the agreement, subject to the excise tax; or (2) have such payments and benefits reduced by the minimum amount necessary so that excise tax will not apply, if such reduction would result in a greater net after-tax benefit to the Executive.
The foregoing description of the Change in Control Agreements do not purport to be complete and it is qualified in its entirety by reference to copies of the Change in Control Agreements that are included as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q and incorporated by reference into this Item 5.
Exhibit
Document
10.1
Change in Control Agreement, dated November 6, 2025, by and among Hanmi Financial Corporation, Hanmi Bank and Michael Du.
10.2
Change in Control Agreement, dated November 6, 2025, by and among Hanmi Financial Corporation, Hanmi Bank and Mathew Fuhr.
10.3
Change in Control Agreement, dated November 6, 2025, by and among Hanmi Financial Corporation, Hanmi Bank and Anthony Kim.
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document *
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents *
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL
* Attached as Exhibit 101 to this report are documents formatted in Inline XBRL (Extensible Business Reporting Language).
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.
Hanmi Financial Corporation
Date:
November 7, 2025
By:
/s/ Bonita I. Lee
Bonita I. Lee
President and Chief Executive Officer (Principal Executive Officer)
/s/ Romolo C. Santarosa
Romolo C. Santarosa
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)