Table of Contents
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2026OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period from toCommission file number 000-27719
Southern First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
864-679-9000(Registrant’s telephone number, including area code)
Not Applicable(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,491,038shares of common stock, par value $0.01 per share, were issued and outstanding as of October 22, 2026.
SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYSeptember 30, 2026 Form 10-Q
INDEX
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PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS
See notes to consolidated financial statements that are an integral part of these consolidated statements.
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF INCOME(Unaudited)
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(Unaudited)
Accumulated other comprehensive income (loss)
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARYNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Summary of Significant Accounting Policies
Nature of Business
Southern First Bancshares, Inc. (the “Company”) is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the “Bank”) and all of the stock of Greenville First Statutory Trusts I and II (collectively, the “Trusts”). The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities. The Bank’s primary federal regulator is the Federal Deposit Insurance Corporation (the “FDIC”). The Bank is also regulated and examined by the South Carolina Board of Financial Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and providing commercial, consumer and mortgage loans to the general public.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 24, 2026. The consolidated financial statements include the accounts of the Company and the Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.
Risks and Uncertainties
In the normal course of its business, the Company is subject to economic and regulatory risks. The principal economic risks inherent in the Company’s business include interest rate risk, credit risk, liquidity risk and market risk. Interest rate risk arises from changes in market interest rates and from differences in the repricing and maturity characteristics of the Company’s interest-earning assets and interest-bearing liabilities. Credit risk is the risk of loss arising from a borrower’s inability or unwillingness to satisfy contractual repayment obligations. Liquidity risk is the risk that the Company may be unable to meet cash flow needs, fund loan demand, satisfy depositor withdrawal requests or otherwise operate on a cost-effective basis in the ordinary course of business. Market risk reflects changes in the value of collateral securing loans, the valuation of real estate held by the Company, the fair value of investment securities and loans, and broader changes in financial market conditions. The Company also operates in a highly regulated industry and may be affected by changes in laws, regulations, regulatory expectations and supervisory practices.
The Federal Reserve has stated that economic activity is expanding at a solid pace despite elevated uncertainty and that inflation remains elevated relative to its 2% objective, in part reflecting supply shocks affecting certain sectors, including energy. Changes in interest rates, inflation, economic growth, employment conditions, trade and tariff policies, energy prices, supply disruptions, geopolitical developments and other domestic and international events may affect loan demand, deposit levels and funding costs, asset quality, borrower repayment capacity and the value of financial assets. In addition, credit conditions in certain sectors, including commercial real estate, continue to warrant close attention, particularly as loans mature and borrowers face refinancing risk. The extent to which these factors, as well as any related legislative, regulatory or supervisory responses, may adversely affect the Company’s business, financial condition, results of operations and cash flows remains uncertain.
The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject the Company to changes with respect to the valuation of assets, the amount of required credit
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loss allowance and operating restrictions resulting from the regulators’ judgments based on information available to them at the time of their examinations.
The Bank makes loans to individuals and businesses in the Upstate, Midlands, and Lowcountry regions of South Carolina as well as the Triangle, Triad and Charlotte regions of North Carolina and Atlanta, Georgia for various personal and commercial purposes. The Bank’s loan portfolio has a concentration of real estate loans. As of September 30, 2026 and December 31, 2025, real estate loans represented 81.6% and 82.8%, respectively, of total loans. However, borrowers’ ability to repay their loans is not dependent upon any specific economic sector.
As of September 30, 2026, the Company’s and the Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession, our reported and regulatory capital ratios could be adversely impacted by future credit losses.
The Company maintains access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the subsidiary bank. As of September 30, 2026, the $15.0 million line was unused.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, real estate acquired in the settlement of loans, fair value of financial instruments, and valuation of deferred tax assets.
Change in Accounting Estimate
During the first quarter of 2025, the Company changed its methodology for estimating the allowance for credit losses (“ACL”) on loans by transitioning from a lifetime probability of default and loss given default model to a discounted cash flow (“DCF”) approach. The Company transitioned to the DCF method as it allows for a better estimation of credit losses through customization among the various inputs by loan segmentation. The DCF model uses regression techniques that relate one or more economic factors to the default rate of various portfolios to build reasonable and supportable forecasts to estimate future losses. The Company determined that the national gross domestic product and unemployment rate were the two economic factors which had the greatest correlation to historical performance for use in the forecasted portion of the model. In addition, the transition to the DCF model allowed the Company to reduce its reliance on qualitative factors and to analyze them on a more granular level, such as by segment. The refinement represents a change in accounting estimate under ASC Topic 250, Accounting Changes and Error Corrections, with prospective application beginning in the period of change. This change in accounting estimate did not have a material effect on the Company’s financial statements.
Reclassifications
Certain amounts, previously reported, have been reclassified to present all periods on a comparable basis and such reclassification had no effect on shareholders’ equity or net income.
Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.
Segment Reporting
The Company, through the Bank, provides a broad range of financial services to individuals and companies in South Carolina, North Carolina, and Georgia. The Company operates through a single operating and reporting segment, primarily as a bank through services including demand, time and savings deposits; lending services; ATM processing and mortgage banking services. The Company’s chief operating decision maker, the Company’s Chief Executive Officer, assesses performance for the Company and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. While the chief operating decision maker monitors the operating results of its lines of business, operations are managed and financial performance is evaluated on a consolidated basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
Newly Issued, But Not Yet Effective Accounting Standards
In November 2024, the FASB amended the Income Statement – Reporting Comprehensive Income topic in the Accounting Standards Codification to require public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after
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December 15, 2027. Early adoption is permitted. The Company will apply the amendments retrospectively to all prior periods presented in the financial statements. The Company does not expect these amendments to have a material effect on its financial statements.
In December 2025, the FASB amended the Interim Reporting topic in the Accounting Standards Codification to clarify current interim reporting requirements. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company does not expect these amendments to have a material effect on its financial statements.
NOTE 2 – Investment Securities
The amortized costs and fair value of investment securities are as follows:
Contractual maturities and yields on the Company’s investment securities at September 30, 2026 and December 31, 2025 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
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The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at September 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.Total investment securities [Member]
At September 30, 2026, the Company had 116 individual investments that were in an unrealized loss position. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality and the issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. Additional information related to the types of securities held at September 30, 2026, other than securities issued or guaranteed by US government entities or agencies including US Treasuries and substantially all of the Company’s mortgage-backed securities, is as follows:
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Corporate securities – The Company has one holding in corporate debt securities for which there have been no payment defaults.
State and political subdivisions – All of the Company’s holdings of municipal bonds were investment grade and there have been no payment defaults. All of these securities have been rated A+ or higher by S&P Global Ratings or Fitch Ratings, or A1 or higher by Moody’s Ratings.
Asset-backed securities – There were four investment grade asset-backed securities, and there have been no payment defaults on these securities.
As such, there is no allowance for credit losses on available for sale securities recognized as of September 30, 2026.
Other investments are comprised of the following and are recorded at cost which approximates fair value.
The Company has evaluated other investments for impairment and determined that the other investments are not impaired as of September 30, 2026 and December 31, 2025 and ultimate recoverability of the par value of the investments is probable. All of the FHLB stock is used to collateralize advances to the FHLB.
At September 30, 2026 and December 31, 2025, there were no securities pledged as collateral for repurchase agreements from brokers.
NOTE 3 – Mortgage Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair value recognized in current period earnings. Loans held for sale and their fair values are estimated using observable quoted market or contracted prices or market price equivalents, which would be used by other market participants. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At September 30, 2026, mortgage loans held for sale totaled $2.7 million compared to $11.6 million at December 31, 2025.
NOTE 4 – Loans and Allowance for Credit Losses
The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $5.9 million and $5.6 million as of September 30, 2026 and December 31, 2025, respectively.
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Maturities and Sensitivity of Loans to Changes in Interest Rates
The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.
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The following table summarizes loans due after one year (i.e., excluding loans due one year or less), by category and by interest rate type.
Credit Quality Indicators
The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.
A description of the general characteristics of the risk grades is as follows:
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The following table presents loan balances classified by credit quality indicators by year of origination as of September 30, 2026.
Total Current period gross write-offs
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The following table presents loan balances classified by credit quality indicators by year of origination as of December 31, 2025.
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The following tables present loan balances by age and payment status.
As of September 30, 2026 and December 31, 2025, accruing loans 30 days or more past due represented 0.09% and 0.14% of the Company’s total loan portfolio, respectively. Accruing commercial loans 30 days or more past due were 0.05% and 0.02% of the Company’s total loan portfolio as of September 30, 2026, and December 31, 2025, respectively. Accruing consumer loans 30 days or more past due were 0.04% and 0.12% of total loans as of September 30, 2026, and December 31, 2025, respectively.
The table below summarizes nonaccrual loans by major categories for the periods presented.
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The Company did 0not recognize interest income on nonaccrual loans for the three or nine months ended September 30, 2026 and September 30, 2025. Accrued interest reversed during the three months ended September 30, 2026 was approximately $49,000, while accrued interest reversed during the three months ended September 30, 2025 was 0not material. Accrued interest reversed during the nine months ended September 30, 2026 and September 30, 2025, was approximately $229,000 and $63,000, respectively. Foregone interest income on the nonaccrual loans for the three month period ended September 30, 2026 and 2025 was approximately $185,000 and $28,000, respectively. Foregone interest income on the nonaccrual loans for the nine month period ended September 30, 2026 and 2025 was approximately $473,000 and $229,000, respectively.
The table below summarizes information regarding nonperforming assets.
Consumer mortgage loans secured by residential real estate that were in the process of foreclosure were not material for the three and nine months ended September 30, 2026, and September 30, 2025, respectively.
Modifications to Borrowers Experiencing Financial Difficulty
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a discounted cash flow model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.
Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses due to the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Loan modifications to borrowers experiencing financial difficulty were not material for the three and nine months ended September 30, 2026, and September 30, 2025, respectively.
Allowance for Credit Losses
The Company maintains an allowance for credit losses to provide for expected credit losses. Losses are charged against the allowance when management believes that the principal is uncollectible. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance are made for specific loans and for pools of similar types of loans, although the entire allowance is available for any loan that, in management’s judgment, should be charged against the allowance. A provision for credit losses is taken based on management’s ongoing evaluation of the appropriate allowance balance.
A formal evaluation of the adequacy of the ACL is conducted quarterly. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers’ ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. Management believes the level of the ACL is adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off.
On January 1, 2025, the Company transitioned to the DCF modeling approach to estimate the ACL on loans as it allows for a better estimation of credit losses through customization among the various inputs by loan segmentation.
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The DCF methodology is applied on a segment-by-segment basis at the loan level with a one-year reasonable and supportable forecast period, followed by a one-year reversion to the long-term average. The Company considers economic forecasts of national gross domestic product (“GDP”) and unemployment rates as reported by Fannie Mae to inform the model for loss estimation. Historical loss rates used in the quantitative model were derived using both the Bank’s and peer bank data obtained from publicly-available sources (i.e., federal call reports) encompassing an economic cycle. The peer group utilized by the Bank is comprised of financial institutions of relatively similar size (i.e., $1-$15 billion of total assets) and in similar markets. In addition, the DCF methodology considers the weighted average life of the portfolio, impacting the reaction time and the exposure to potential loss based on changes in the interest rate environment. Management also considers qualitative adjustments when estimating loan losses to take into account the model’s quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include changes in lending policies; international, national, regional, and local conditions; volume and terms of loans; experience and depth of management; volume and severity of past due loans; concentrations of credit; and loan review results. In connection with the transition to the DCF model, the Company enhanced its qualitative factor framework to better address risks that are not reflected in the quantitative loss factors.
The following tables summarize the activity related to the allowance for credit losses for the three and nine months ended September 30, 2026 and September 30, 2025.
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There was a provision for credit losses of $1.2million and $500,000 for the three months ended September 30, 2026 and September 30, 2025, respectively. In addition, the provision for credit losses was $3.3 million and $1.9 million for the nine months ended September 30, 2026 and September 30, 2025, respectively.
Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral, and where the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans for designation as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses.
Under Current Expected Credit Losses (“CECL”), for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.
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The following tables present an analysis of collateral-dependent loans of the Company as of September 30, 2026 and December 31, 2025.
Allowance for Credit Losses - Unfunded Loan Commitments
The allowance for credit losses for unfunded loan commitments was $2.4 million and $2.0 million at September 30, 2026 and December 31, 2025, respectively, and is separately classified on the balance sheet within other liabilities. The following table presents the balance and activity in the ACL for unfunded loan commitments for the three and nine months ended September 30, 2026 and September 30, 2025.
NOTE 5 – Leases
The Company had operating right-of-use (“ROU”) assets, included in property and equipment, of $23.4 million and $19.0 million as of September 30, 2026 and December 31, 2025, respectively. The Company had lease liabilities,
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included in other liabilities, of $26.5 million and $21.7 million as of September 30, 2026 and December 31, 2025, respectively. We maintain operating leases on land and buildings for various office spaces. The lease agreements have maturity dates ranging from January 2028 to December 2036, some of which include options for multiple five-year extensions which have been included in the calculations of the ROU assets and liabilities. The weighted average remaining life of the lease term for these leases was 5.11 years and 4.31 years as of September 30, 2026 and December 31, 2025, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term. The ROU assets also include any initial direct costs incurred and lease payments made at or before commencement date and are reduced by any lease incentives.
The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of the lease commencement date. The weighted average discount rate for leases was 3.19% and 2.27% as of September 30, 2026 and December 31, 2025, respectively.
The total operating lease costs were $738,000and $613,000 for the three months ended September 30, 2026, and 2025, respectively, and $2.2 million and $1.8 million for the nine months ended September 30, 2026 and 2025. Cash paid for amounts included in the measurement of lease liabilities was $553,000 and $539,000 for the three months ended September 30, 2026, and 2025, respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2026 and 2025, respectively.
Operating lease payments due as of September 30, 2026 were as follows:
NOTE 6 – Derivative Financial Instruments
The Company utilizes derivative financial instruments primarily to hedge its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or liabilities and measured at fair value.
The Company enters into commitments to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”) meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities, respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”) prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of estimated commission expenses.
The Company manages the interest rate and price risks associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales of MBS. These derivatives are free-standing derivatives and are not designated as instruments for hedge accounting. Management expects these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans held for sale, thereby reducing earnings volatility. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage loans held for sale) it wants to
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economically hedge. The gain or loss resulting from the change in the fair value of the derivative is recognized in mortgage banking income during the period of change.
On December 1, 2025, the Company terminated $300million of pay-fixed portfolio layer method fair value swaps previously designated as hedging instruments. At termination, the cumulative fair value hedge basis adjustment, included in gross loans, was $2.4 million, which will be amortized over the weighted average life of the remaining portfolio, or 77 months. Amortization expense was approximately $96,000 and $288,000 for the three and nine months ended September 30, 2026, respectively.
The following table summarizes the Company’s outstanding financial derivative instruments at September 30, 2026 and December 31, 2025.
NOTE 7 – Fair Value Accounting
FASB ASC 820, “Fair Value Measurement,” defines fair value 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. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted market price in active markets
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.
Level 2 – Significant other observable inputs
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued by a third-party pricing service, as well as certain individually evaluated loans.
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Level 3 – Significant unobservable inputs
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.
The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 12 of the Company’s 2025 Annual Report on Form 10-K. See Note 6 for how the derivative asset fair value is determined. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Credit Losses. Loans are considered a Level 3 classification.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.
The Company had no liabilities recorded at fair value on a recurring basis as of September 30, 2026.
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Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of September 30, 2026 and December 31, 2025.
The Company had no liabilities carried at fair value or measured at fair value on a nonrecurring basis as of September 30, 2026 and December 31, 2025.
For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2026 and December 31, 2025, the significant unobservable inputs used in the fair value measurements were as follows:
Fair Value of Financial Instruments
Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities.
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The estimated fair values of the Company’s financial instruments at September 30, 2026 and December 31, 2025 are as follows:
NOTE 8 – Earnings Per Common Share
The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and nine month periods ended September 30, 2026 and 2025. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options and unvested restricted stock that were outstanding at September 30, 2026. The assumed conversion of stock options can create a difference between basic and diluted net income per common share. For the three and nine month periods ended September 30, 2026, there were no anti-dilutive shares. For the three and nine month periods ended September 30, 2025, 45,662 options were excluded from diluted EPS because they were anti-dilutive.
Item 2. MANAGEMENT’S DISCUSSION AND Analysis of Financial Condition and Results of Operations.
The following discussion reviews our results of operations for the three and nine month periods ended September 30, 2026 as compared to the three and nine month periods ended September 30, 2025 and assesses our financial condition as of September 30, 2026 as compared to December 31, 2025. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, 2025 included in our
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Annual Report on Form 10-K for that period. Results for the three and nine month periods ended September 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or any future period.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” or similar references mean Southern First Bancshares, Inc. and its consolidated subsidiary. References to the “Bank” refer to Southern First Bank.
Cautionary Warning Regarding forward-looking statements
This report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may relate to our financial condition, results of operations, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “seek to,” “strive,” “focus,” “expect,” “anticipate,” “predict,” “project,” “potential,” “believe,” “continue,” “assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in any forward-looking statements include, but are not limited to:
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If any of these risks or uncertainties materialize, or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed in, implied or projected by, such forward-looking statements. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. We make these forward-looking statements as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking statements, except as required by law.
OVERVIEW
Our business model continues to be client-focused, utilizing relationship teams to provide our clients with a specific banker contact and support team responsible for all of their banking needs. The purpose of this structure is to provide a consistent and superior level of professional service, and we believe it provides us with a distinct competitive advantage. We consider exceptional client service to be a critical part of our culture, which we refer to as “ClientFIRST.”
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At September 30, 2026, we had total assets of $4.88 billion, a 10.8% increase from total assets of $4.40 billion at December 31, 2025. The largest component of our total assets is loans which were $4.18 billion and $3.85 billion at September 30, 2026, and December 31, 2025, respectively. Our liabilities and shareholders’ equity at September 30, 2026 totaled $4.42 billion and $462.1 million, respectively, compared to liabilities of $4.03 billion and shareholders’ equity of $368.7 million at December 31, 2025. The principal component of our liabilities is deposits which were $4.11 billion and $3.72 billion at September 30, 2026 and December 31, 2025, respectively.
Like most community banks, we derive the majority of our income from interest received on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities, which is called our net interest spread. In addition to earning interest on our loans and investments, we earn income through fees and other charges to our clients.
Our net income to common shareholders was $12.2 million and $8.7 million for the three months ended September 30, 2026, and 2025, respectively. Diluted earnings per share (“EPS”) was $1.28 for the third quarter of 2026 as compared to $1.07 for the same period in 2025. Our net income to common shareholders was $33.3 million and $20.5 million for the nine months ended September 30, 2026 and 2025, respectively. Diluted EPS was $3.68 for the nine months ended September 30, 2026 as compared to $2.54 for the same period of 2025. The increase in net income for the three and nine months ended September 30, 2026 was primarily driven by an increase in net interest income.
results of operations
Net Interest Income and Margin
Our level of net interest income is determined by the level of earning assets and the management of our net interest margin. Our net interest income was $34.7 million for the third quarter of 2026, a 25.9% increase over net interest income of $27.5 million for the third quarter of 2025, driven primarily by a $5.5 million increase in interest income on our interest-earning assets combined with a $1.6 million decrease in interest expense on our interest-bearing liabilities. In addition, our net interest margin, on a tax-equivalent (TE) basis, was 3.02% for the third quarter of 2026 compared to 2.62% for the same period in 2025.
We have included a number of tables to assist in our description of various measures of our financial performance. For example, the “Average Balances, Income and Expenses, Yields and Rates” table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during the three and nine month periods ended September 30, 2026 and 2025. A review of this table shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” tables demonstrate the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.
The following tables entitled “Average Balances, Income and Expenses, Yields and Rates” set forth information related to our average balance sheets, average yields on assets, and average costs of liabilities. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had no securities purchased with agreements to resell. All investments owned have an original maturity of over one year. Nonaccrual loans are included in the following tables. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status. The net of capitalized loan costs and fees is amortized into interest income on loans.
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Average Balances, Income and Expenses, Yields and Rates
Our net interest margin (TE) increased by 40 basis points to 3.02% during the third quarter of 2026, compared to the third quarter of 2025, driven primarily by an increase in our average interest-earning assets combined with a decrease in rates paid on our interest-bearing liabilities. Our average interest-earning assets grew by $390.9 million during the third quarter of 2026 from the prior year, while the average yield on these assets increased by three basis points to 5.26%. In comparison, our average interest-bearing liabilities grew by $196.6 million during the third quarter of 2026 from the prior year, while the rate on these liabilities decreased 39 basis points to 3.04%.
The increase in average interest-earning assets for the third quarter of 2026 related primarily to an increase of $318.4 million in our average loan balances from the prior year combined with a $52.9 million increase in the average balance of Federal funds sold and interest-bearing deposits with banks.
The increase in average interest-bearing liabilities for the third quarter of 2026 related primarily to an increase of $208.2 million in our average interest-bearing deposits. The 39 basis point decrease in cost of our interest-bearing liabilities was driven by a 39 basis point decrease in the cost of our interest-bearing deposits.
Our net interest spread was 2.22% for the third quarter of 2026 compared to 1.80% for the same period in 2025. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The three basis point increase in yield on our interest-earning assets, combined with the 39 basis point decrease in the rate on our interest-bearing liabilities, resulted in a 42 basis point increase in our net interest spread for the 2026 period. We seek to fund increased loan volumes by growing our core deposits, but, subject to internal policy limits on the amount of wholesale funding we may maintain, will utilize
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wholesale funding to fund shortfalls, if any, or provide additional liquidity. To the extent that our dependence on wholesale funding sources increases, our net interest margin would likely be negatively impacted, as wholesale funding costs generally reprice more quickly with market rates and may not decline as quickly as the rates we pay on core deposits when market rates fall. Following the Federal Reserve’s 25 basis point increase in the federal funds rate in September 2026, our deposit costs may face upward pressure in future periods, which could moderate the improvement in our net interest margin. We continue to deploy various asset liability management strategies to manage our risk to interest rate fluctuations.
During the first nine months of 2026, our net interest margin (TE) increased by 42 basis points to 2.93%, compared to 2.51% for the first nine months of 2025, driven primarily by an increase in our average interest-earning assets combined with a decrease in rates paid on our interest-bearing liabilities. Our average interest-earning assets grew by $393.6 million from prior year, while the average yield increased three basis points to 5.21%. In comparison, our average interest-bearing liabilities grew by $229.6 million from prior year, while the rate of these liabilities decreased by 43 basis points to 3.05%.
The increase in average interest-earning assets for the first nine months of 2026 related primarily to a $266.4 million increase in our average loan balances combined with a $120.4 million increase in the average balance of Federal funds sold and interest-bearing deposits with banks. While the yield on our interest-earning assets increased three basis points to 5.21%, the yield on our loan portfolio increased nine basis points from the prior year to 5.37%. Offsetting this increase was a 66 basis point decrease in the yield on Federal Funds sold and interest-bearing deposits with banks as the Federal Reserve lowered the federal funds rate by 75 basis points during the latter part of 2025 and then raised it 25 basis points in September 2026.
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The increase in average interest-bearing liabilities for the first nine months of 2026 was driven by an increase in interest-bearing deposits of $233.5 million. The primary driver of the 43 basis point decrease in the rate of our interest-bearing liabilities was a 45 basis point decrease in the cost of our interest-bearing deposits, which was driven by the cumulative 75 basis point decrease in the federal funds rate during the latter part of 2025, which has a strong correlation to the cost of our non-maturity deposits. The 25 basis point increase in the federal funds rate in September 2026 did not have a significant effect on our deposit costs for the period but may increase our cost of funds in future periods.
Our net interest spread was 2.16% for the first nine months of 2026 compared to 1.70% for the same period in 2025. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The three basis point increase in the yield on our interest-earning assets combined with the 43 basis point decrease in the rate on our interest-bearing liabilities resulted in a 46 basis point increase in our net interest spread for 2026.
Rate/Volume Analysis
Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following tables set forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.
Net interest income, the largest component of our income, was $34.7 million for the third quarter of 2026 and $27.5 million for the third quarter of 2025, a $7.1 million, or 25.9%, increase year over year. The increase during 2026 was driven by a $5.5 million increase in interest income primarily due to an increase in average loan balances. In addition, interest expense decreased $1.6 million primarily due to lower rates on our interest-bearing deposits.
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Net interest income for the first nine months of 2026 was $97.3 million compared to $76.2 million for 2025, a $21.1 million, or 27.7%, increase. The increase in net interest income during 2026 was driven by a $16.3 million increase in interest income, related primarily to an increase in average loan balances. In addition, interest expense decreased by $4.8 million driven by lower rates on our interest-bearing deposits.
Provision for Credit Losses
The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for credit losses and reserve for unfunded commitments at levels consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date. We review the adequacy of the allowance for credit losses on a quarterly basis. Please see the discussion included in Note 4 – Loans and Allowance for Credit Losses for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.
We recorded a provision for credit losses of $1.4 million during the third quarter of 2026, compared to a provision for credit losses of $850,000 in the third quarter of 2025. The provision during the third quarter of 2026 was driven primarily by growth in our loan portfolio and included a provision of $1.2 million for credit losses and a $220,000 provision for unfunded commitments. The $850,000 provision in 2025, which included a $500,000 provision for credit losses and a $350,000 provision for unfunded commitments was also driven primarily by growth in our loan portfolio.
Our provision expense was $3.7 million and $2.3 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. The $3.7 million provision expense for the first nine months of 2026 included a $3.3 million provision for credit losses and a $445,000 provision for unfunded commitments. The increase in provision expense during the first nine months of 2026 was primarily due to loan growth during the first nine months of the year. The $2.3 million provision expense for the first nine months of 2025 included $1.9 million provision for credit losses and a $400,000 provision for unfunded commitments.
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Noninterest Income
The following table sets forth information related to our noninterest income.
Noninterest income was $2.9 million for the third quarter of 2026, a $736,000, or 20.4%, decrease from noninterest income of $3.6 million for the third quarter of 2025. The decrease in noninterest income during 2026, compared to 2025, resulted primarily from a decrease in mortgage banking income, partially offset by an increase in service fees on deposit accounts. Mortgage banking income decreased $962,000, or 60.1% over the prior year due to retaining a larger percentage of mortgage loans rather than selling to the secondary market. Service fees on deposit accounts increased $281,000, or 45.0% over the prior year driven by higher transaction volume, fee income on our commercial credit cards and additional wire fee income.
Noninterest income was $9.9 million for the first nine months of 2026, a decrease of $134,000, or 1.3%, from noninterest income of $10.0 million for the first nine months of 2025. The year over year decrease was driven by a $1.1 million, or 24.8%, decrease in mortgage banking income. Partially offsetting this decrease was a $797,000, or 46.0%, increase in services fees on deposit accounts from the first nine months of 2025.
Noninterest expenses
The following table sets forth information related to our noninterest expenses.
Noninterest expense was $20.3 million for the third quarter of 2026, a $1.4 million, or 7.2%, increase from noninterest expense of $18.9 million for the third quarter of 2025. The increase in noninterest expense was driven primarily by the following:
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Noninterest expense was $60.7 million for the first nine months of 2026, a $3.6 million, or 6.3%, increase from noninterest expense of $57.1 million for the first nine months of 2025. The increase in noninterest expense was driven primarily by the following:
Partially offsetting the above increases was a decrease in insurance expense of $192,000, or 6.7%, due to lower FDIC assessment expense during the first nine months of 2026.
Our efficiency ratio was 54.1% for the third quarter of 2026, compared to 60.9% for the third quarter of 2025 and 56.6% for the first nine months of 2026, compared to 66.2% for the first nine months of 2025. The efficiency ratio represents the percentage of one dollar of expense required to be incurred to earn a full dollar of revenue and is computed by dividing noninterest expense by the sum of net interest income and noninterest income. The improvement during the 2026 period was driven primarily by the increase in net interest income.
We incurred income tax expense of $3.6 million and $2.7 million for the three months ended September 30, 2026 and 2025, respectively, and $9.5 million and $6.3 million for the nine months ended September 30, 2026 and 2025. Our effective tax rate was 22.1% and 23.6% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the effective tax rate was driven by the effect of equity compensation transactions in comparison to our income before income tax expense.
Balance Sheet Review
Investment Securities
At September 30, 2026, the $166.8 million in our investment securities portfolio represented approximately 3.4% of our total assets. Our available for sale investment portfolio included corporate bonds, US government agency securities, state and political subdivisions, asset-backed securities and mortgage-backed securities with a fair value of $146.3 million and an amortized cost of $162.0 million, resulting in an unrealized loss of $15.7 million. At December 31, 2025, the $147.8 million in our investment securities portfolio represented approximately 3.4% of our total assets, including investment securities with a fair value of $127.7 million and an amortized cost of $137.2 million for an unrealized loss of $9.4 million. The increase in the unrealized loss during the first nine months of 2026 was primarily attributable to an increase in longer-term market interest rates and wider credit spreads, which reduced the fair value of our fixed-rate securities. These unrealized losses are reflected in accumulated other comprehensive income, net of tax, and reduce shareholders’ equity. We do not intend to sell these securities, and it is not more likely than not that we will be required to sell them before recovery of their amortized cost basis. In addition, other investments, which include FHLB Stock and other nonmarketable investments, increased $410,000 from December 31, 2025 to $20.5 million at September 30, 2026.
Loans
Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Average loans, including mortgage loans held for sale, for the nine months ended September 30, 2026 and 2025 were $3.99 billion and $3.73 billion, respectively. Before the allowance for credit losses, total loans outstanding at September 30, 2026 and December 31, 2025 were $4.18 billion and $3.85 billion, respectively.
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The principal component of our loan portfolio is loans secured by real estate mortgages. As of September 30, 2026, our loan portfolio included $3.41 billion, or 81.6%, of real estate loans, compared to $3.18 billion, or 82.8%, at December 31, 2025. Most of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available collateral, in order to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral and business types. Home equity lines of credit totaled $289.7 million as of September 30, 2026, of which approximately 48% were in a first lien position, while the remaining balance was in second liens. At December 31, 2025, our home equity lines of credit totaled $248.7 million, of which approximately 47% were in first lien positions, while the remaining balance was in second liens. The average home equity loan had a balance of approximately $121,000 and a loan to value of 75% as of September 30, 2026, compared to an average loan balance of $108,000 and a loan to value of approximately 73% as of December 31, 2025. Further, 0.19% and 0.38% of our total home equity lines of credit were over 30 days past due as of September 30, 2026 and December 31, 2025, respectively.
Following is a summary of our loan composition at September 30, 2026 and December 31, 2025. During the first nine months of 2026, our loan portfolio increased by $330.4 million, or 11.5% annualized, primarily driven by a $233.1 million increase in commercial loans with $100.8 million of the increase being in commercial business loans. In addition, our consumer loans grew by $97.3 million with $41.0 million being in home equity loans. Our consumer real estate portfolio, which increased by $30.8 million during the first nine months of 2026 includes high quality 1-4 family consumer real estate loans. Our average consumer real estate loan currently has a principal balance of $467,000, a term of 25 years, and an average rate of 4.72% as of September 30, 2026, compared to a principal balance of $472,000, a term of 24 years, and an average rate of 4.55% as of December 31, 2025.
We have included the table below to provide additional clarity on our commercial real estate exposure. We have not identified any geographic concentrations within these collateral types. The table below presents the majority of our commercial real estate exposure by collateral type which are included in the commercial business, construction, and non-owner occupied segments.
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Our level of non-owner occupied commercial real estate loans represents 248.1% of the Bank’s total risk-based capital at September 30, 2026 compared to 236.5% at December 31, 2025.
Nonperforming assets
Nonperforming assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure and loans on nonaccrual status. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms and to show capacity to continue performing into the future before that loan can be placed back on accrual status. As of September 30, 2026 and December 31, 2025 we had no loans that were 90 days past due and still accruing.
Following is a summary of our nonperforming assets.
At September 30, 2026, nonperforming assets were $14.4 million, or 0.30% of total assets and 0.35% of gross loans. Comparatively, nonperforming assets were $14.1 million, or 0.32% of total assets and 0.37% of gross loans at December 31, 2025. The increase in nonperforming commercial owner occupied loans was primarily due to two loans being moved to nonaccrual status during the first and third quarters of 2026, while the decrease in commercial non-owner occupied loans was primarily driven by the payoff of one large non-residential loan. The amount of foregone interest income on nonaccrual loans in the third quarter of 2026 and 2025 was $185,000 and $28,000, respectively.
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At September 30, 2026 and December 31, 2025, the allowance for credit losses represented 350.76% and 305.65% of the total amount of nonperforming loans, respectively. A significant portion of the nonperforming loans at September 30, 2026 were secured by real estate. We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses.
As a general practice, most of our commercial loans and a portion of our consumer loans are originated with relatively short maturities of less than ten years. As a result, when a loan reaches its maturity, we frequently renew the loan and thus extend its maturity using similar credit standards as those used when the loan was first originated. Due to these loan practices, we may, at times, renew loans which are classified as nonaccrual after evaluating the loan’s collateral value and financial strength of its guarantors. Nonaccrual loans are renewed at terms generally consistent with the ultimate source of repayment and rarely at reduced rates. In these cases, we will generally seek additional credit enhancements, such as additional collateral or additional guarantees to further protect the loan. When a loan is no longer performing in accordance with its stated terms, we will typically seek performance under the guarantee.
In addition, at September 30, 2026, 81.6% of our loans were collateralized by real estate and 89.5% of our individually evaluated loans were secured by real estate. We utilize third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require us to obtain updated appraisals on an annual basis, either through a new external appraisal or an appraisal evaluation. Individually evaluated loans are reviewed on a quarterly basis to determine the level of credit loss. As of September 30, 2026, we did not have any individually evaluated real estate loans carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for individually evaluated loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.
At September 30, 2026, individually evaluated loans totaled $14.0 million, for which $5.9 million of these loans had a reserve of approximately $2.6 million allocated in the allowance for credit losses. Comparatively, individually evaluated loans totaled $15.1 million at December 31, 2025 for which $5.2 million of these loans had a reserve of approximately $1.5 million allocated in the allowance for credit losses.
The allowance for credit losses was $44.7 million, representing 1.07% of outstanding loans and providing coverage of 350.76% of nonperforming loans at September 30, 2026, compared to $42.3 million, or 1.10% of outstanding loans and 305.65% of nonperforming loans at December 31, 2025. At September 30, 2025, the ACL was $41.8 million, or 1.10% of outstanding loans and 364.50% of nonperforming loans.
Under the DCF methodology, expected loss rates are evaluated at the individual loan level using contractual cash flows, prepayment assumptions, reasonable and supportable economic forecasts, and other model inputs. Internal risk ratings continue to inform credit risk monitoring, segmentation, and qualitative adjustments, as applicable.
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The following table summarizes the allocation of the allowance for credit losses among the various loan categories.
Deposits and Other Interest-Bearing Liabilities
Our primary source of funds for loans and investments is our deposits and advances from the FHLB. In the past, we have chosen to obtain a portion of our certificates of deposit from areas outside of our market in order to obtain longer term deposits than are readily available in our local market. Our internal guidelines regarding the use of brokered CDs limit our brokered CDs to 30% of total deposits, which allows us to take advantage of the attractive terms that wholesale funding can offer while mitigating the related inherent risk.
Our retail deposits represented $3.72 billion, or 90.6% of total deposits, while our brokered deposits represented $386.5 million, or 9.4%, of total deposits at September 30, 2026. At December 31, 2025, retail deposits represented $3.16 billion, or 85.1%, of our total deposits, and brokered deposits were $552.9 million, representing 14.9% of our total deposits. The $554.8 million increase in retail deposits during the first nine months of 2026 relates to our intense focus on growing client and core deposits and has allowed us to reduce the balance of our brokered deposits by $166.4 million during the same period. Our loan-to-deposit ratio was 102% at September 30, 2026 and 103% at December 31, 2025.
The following is a detail of our deposit accounts:
Our primary focus is on increasing core deposits, which exclude out-of-market, or brokered, deposits and time deposits of $250,000 or more, in order to provide a relatively stable funding source for our loan portfolio and other earning assets. In addition, at September 30, 2026 and December 31, 2025, we estimate that we have approximately $1.9 billion and $1.5 billion, or 46.4% and 39.6% of total deposits, respectively, in uninsured deposits, including related interest accrued and unpaid. The increase in uninsured deposits during the first nine months of 2026 was primarily attributable to growth in commercial and other larger-balance client relationships, consistent with our strategy of growing client deposits and reducing our reliance on brokered deposits. Since it is not reasonably practicable to provide a precise measure of uninsured deposits, the amounts above are estimates and
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are based on the same methodologies and assumptions used by the FDIC for the Bank’s regulatory reporting requirements.
The following table shows the average balance amounts and the average rates paid on deposits.
During the first nine months of 2026, our average transaction account balances increased by $422.9 million, or 16.3%, from the prior year, while our average time deposit balances decreased by $107.9 million, or 11.3%. The increase in our average transaction account balances is the result of our focus on growing core deposits in each of our markets.
All of our time deposits are certificates of deposit. The maturity distribution of our time deposits $250,000 or more at September 30, 2026 and December 31, 2025 was as follows:
Time deposits that meet or exceed the FDIC insurance limit of $250,000 at September 30, 2026 and December 31, 2025 were $639.7 million and $778.0 million, respectively. We have a relationship with IntraFi Promontory Network, allowing us to provide deposit clients with access to aggregate FDIC insurance in amounts exceeding $250,000. This gives us the ability, as and when needed, to attract and retain large deposits from insurance conscious clients. With IntraFi, we have the option to keep deposits on balance sheet or sell them to other members of the network.
At September 30, 2026 and December 31, 2025, we had $240.0 million of convertible fixed rate FHLB advances with a weighted average rate of 3.81% and 3.74%, respectively. At September 30, 2026, the $240.0 million was secured with approximately $1.33 billion of mortgage loans and $14.8 million of stock in the FHLB. At December 31, 2025, the $240.0 million was secured with approximately $1.38 billion of mortgage loans and $14.5 million of stock in the FHLB.
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Listed below is a summary of the terms and maturities of the advances outstanding at September 30, 2026 and December 31, 2025.
Liquidity and Capital Resources
Liquidity is our ability to fund operations, to meet depositor withdrawals, to provide for clients’ credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on our cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds. The several large bank failures across the United States in the first five months of 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institution’s ability to satisfy its obligations to depositors. We seek to ensure our funding needs are met by maintaining a level of liquidity through asset and liability management. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.
At September 30, 2026 and December 31, 2025 our cash and cash equivalents totaled $399.5 million and $269.6 million, respectively, or 8.2% and 6.1% of total assets, respectively. Our investment securities at September 30, 2026 and December 31, 2025 amounted to $166.8 million and $147.8 million, respectively, or 3.4% of total assets, at each date. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.
Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain five federal funds purchased lines of credit with correspondent banks totaling $113.5 million for which there were no borrowings against the lines of credit at September 30, 2026. We also had $156.1 million pledged and available with the Federal Reserve Discount Window at September 30, 2026. Comparatively, at December 31, 2025, we had $181.2 million pledged and available with the Federal Reserve Discount Window.
We are also a member of the FHLB, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at September 30, 2026 was $832.8 million, based primarily on the Bank’s qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional securities to the FHLB in order to increase our available borrowing capacity. In addition, at September 30, 2026 and December 31, 2025 we had $338.1 million and $231.9 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.
Our relationship with IntraFi Promontory Network provides the Bank with an option to purchase cost-effective funding, subject to certain limits, without collateralization and in lieu of generating funds through traditional brokered CDs or the FHLB. In this manner, IntraFi can provide us with another funding option. Thus, it serves as a deposit-
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gathering tool and an additional liquidity management tool. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act, a well capitalized bank with a CAMELS rating of 1 or 2 may hold reciprocal deposits up to the lesser of 20% of its total liabilities or $5 billion without those deposits being treated as brokered deposits.
We also have a line of credit with another financial institution for $15.0 million, which was unused at September 30, 2026. The line of credit was renewed on March 5, 2026 at an interest rate of the U.S. Prime Rate plus 0.25% and matures on March 5, 2027.
We believe that our existing stable base of core deposits, federal funds purchased lines of credit with correspondent banks, availability with the Federal Reserve Discount Window, and borrowings from the FHLB will enable us to successfully meet our long-term liquidity needs. However, as short-term liquidity needs arise, we have the ability to sell a portion of our investment securities portfolio to meet those needs.
Total shareholders’ equity was $462.1 million at September 30, 2026 and $368.7 million at December 31, 2025. The $93.4 million increase from December 31, 2025 is primarily related to the issuance of 1,207,500 shares of common stock on April 17, 2026 in a public offering. The common stock was issued at $54.00 per share for net proceeds of $61.3 million. Proceeds from the offering are being used for general corporate purposes, including supporting organic growth initiatives, providing capital to the Bank, repurchasing or redeeming outstanding indebtedness, and funding working capital needs. Consistent with this use, on June 30, 2026, in conjunction with the quarterly interest payment, we applied a portion of these proceeds to redeem $11.5 million of outstanding subordinated debt, representing all of our outstanding subordinated notes. The remaining $13.4 million of subordinated debentures at September 30, 2026 relates to the junior subordinated debentures issued to the Trusts in connection with their trust preferred securities. The increase in shareholders’ equity was also driven by net income of $33.3 million for the first nine months of 2026.
On August 27, 2026, we announced that our Board of Directors authorized a share repurchase plan allowing us to repurchase up to $10.0 million of our common stock. Repurchases under the plan after August 23, 2027 would require additional approval of our Board of Directors and the Federal Reserve. The timing and amount of any repurchases will depend on market conditions, our capital position and other factors, and we are not obligated to repurchase any shares. We did not repurchase any shares under the plan during the three months ended September 30, 2026. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”
The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), equity to assets ratio (average equity divided by average assets), and tangible common equity ratio (total equity less preferred stock divided by total assets) for the nine months ended September 30, 2026 (annualized) and the year ended December 31, 2025.
Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain minimum ratios of common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital to risk-weighted assets. Tier 1 capital consists primarily of CET1 capital, which is generally common shareholders’ equity, excluding unrealized gains and losses on available-for-sale securities if the institution has made the applicable regulatory election, and subject to certain deductions, including certain intangible assets. In determining the amount of risk-weighted assets, assets, including certain off-balance-sheet exposures, are assigned risk weights based on the risks inherent in the type of asset or exposure. Total capital consists of Tier 1 capital plus Tier 2 capital, which includes eligible allowances for credit losses, subject to certain limitations. We are also required to maintain a minimum ratio of Tier 1 capital to average total consolidated assets, subject to applicable adjustments, known as the Tier 1 leverage ratio.
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Regulatory capital rules, which we refer to as Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies,” generally holding companies with consolidated assets of less than $3 billion. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1, but the buffer applies to all three measurements (common equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of CET1 equal to 2.5% of risk-weighted assets.
To be considered “well capitalized” for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risk-based capital ratio of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%. As of September 30, 2026, the Bank’s capital ratios exceeded these ratios and the Bank remained “well capitalized.”
The following table summarizes the capital amounts and ratios of the Bank and the regulatory minimum requirements.
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The following table summarizes the capital amounts and ratios of the Company and the minimum regulatory requirements.
The ability of the Company to pay cash dividends to shareholders is dependent upon receiving cash in the form of dividends from the Bank. The dividends that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. Since our inception, we have not paid cash dividends to shareholders.
Effect of Inflation and Changing Prices
The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been prepared on a historical cost basis in accordance with generally accepted accounting principles.
Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.
Off-Balance Sheet Risk
Commitments to extend credit are agreements to lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At September 30, 2026 unfunded commitments to extend credit were $1.0 billion, of which $149.9 million were at fixed rates and $858.7 million were at variable rates. At December 31, 2025, unfunded commitments to extend credit were $843.6 million, of which approximately $81.4 million were at fixed rates and $762.2 million were at variable rates. A significant portion of the unfunded commitments related to commercial business loans and consumer home equity lines of credit. We evaluate each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.
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As of September 30, 2026 the reserve for unfunded commitments was $2.4 million or 0.24%, compared to $2.0 million or 0.23% as of December 31, 2025.
At September 30, 2026 and December 31, 2025, there were commitments under letters of credit for $19.5 million and $20.4 million, respectively. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.
Except as disclosed in this report, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that significantly impact earnings.
Critical Accounting Estimates
We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements.
Certain accounting policies inherently involve a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported, which could have a material impact on the carrying values of our assets and liabilities and our results of operations. Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description of our significant accounting policies that use critical accounting estimates.
There have been no material changes to our critical accounting estimates since December 31, 2025.
Accounting, Reporting, and Regulatory Matters
See Note 1 – Summary of Significant Accounting Policies in the accompanying notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business.
We actively monitor and manage our interest rate risk exposure to seek to control the mix and maturities of our assets and liabilities utilizing a process we call asset/liability management. The essential purposes of asset/liability management are to seek to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates. Our asset/liability management committee (“ALCO”) monitors and considers methods of managing exposure to interest rate risk by repricing assets or liabilities, selling securities available for sale, replacing an asset or liability at maturity, by adjusting the interest rate during the life of an asset or liability, or by the use of derivatives such as interest rate swaps and other hedging instruments. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates. We have both an internal ALCO consisting of senior management that meets no less than quarterly
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and a board risk committee that meets quarterly, and both committees are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.
As of September 30, 2026, the following table summarizes the forecasted impact on net interest income using a base case scenario given upward and downward movements in interest rates of 100, 200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions. In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes in market conditions.
Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
We are a party to claims and lawsuits arising in the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, would have a material adverse impact on our financial position, results of operations or cash flows.
Item 1A. RISK FACTORS.
Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Warning Regarding Forward-Looking Statements” set forth in Part I, Item 2 of this Form 10-Q, risks and matters described elsewhere in this Form 10-Q, and in our other filings with the SEC.
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2025.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table reflects share repurchase activity during the third quarter of 2026:
*On June 17, 2025, we announced a share repurchase plan allowing us to repurchase up to $5.0 million of shares of our common stock (the “Prior Repurchase Plan”). The Prior Repurchase Plan expired on May 22, 2026, and we did not repurchase any shares under the Prior Repurchase Plan prior to its expiration. On August 27, 2026, we announced that our Board of Directors had authorized a new share repurchase plan allowing us to repurchase up to $10.0 million of shares of our common stock (the “Repurchase Plan”). Under the Repurchase Plan, we may repurchase shares from time to time by means of, among other means, open market purchases and solicited and unsolicited privately negotiated transactions. We are not obligated to purchase any shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted at any time; however, repurchases under the Repurchase Plan after August 23, 2027 would require additional approval of our Board of Directors and the Federal Reserve. We did not repurchase any shares under the Repurchase Plan during the three months ended September 30, 2026.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. OTHER INFORMATION.
Trading Plans
During the three months ended September 30, 2026, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.
Item 6. EXHIBITS.
The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.
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INDEX TO EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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