Bank7 Corp. (NASDAQ: BSVN) eyes $68M Century deal after oil & gas exit
Bank7 Corp. reported solid capitalization and modestly lower profitability for the quarter ended June 30, 2026. Total assets were $1.91 billion, down from $1.96 billion at December 31, 2025, driven by lower loans and cash. Net loans were $1.58 billion, and total deposits were $1.64 billion, both slightly below year-end levels.
For the three months ended June 30, 2026, net interest income was $21.9 million and net income was $8.3 million, compared with $11.1 million a year earlier. Six‑month net income was $20.4 million with diluted EPS of $2.12. The bank recorded no provision for credit losses in the quarter or year‑to‑date, while noninterest expense rose, in part reflecting $2.1 million of pre‑tax loss on the sale of oil and natural gas properties.
Credit quality metrics remained contained: nonaccrual loans totaled $6.3 million, and the allowance for credit losses on loans was $19.5 million. Capital ratios were strong, with the Company’s total capital ratio at 16.35% and CET1 ratio at 15.17%, comfortably above Basel III requirements and “well‑capitalized” thresholds. Subsequent to quarter‑end, Bank7 agreed to act as stalking horse bidder to acquire approximately 71% of Century Financial Services Corporation for $68.0 million, posting a $7.3 million deposit and negotiating a potential $2.0 million break‑up fee, though completion remains subject to a competitive auction and regulatory approvals.
Positive
- None.
Negative
- None.
Filing Explained
The filing confirms the oil-and-gas exit is complete, while the 750,000-share repurchase authorization remains unused capacity.
Bank7 records the oil and natural-gas asset sale as completed on
The company’s repurchase activity runs through a Rule 10b5-1 plan, a written plan that executes trades on a schedule or formula, but the filing reports no purchases under the plan during the six months ended
The repurchase authorization therefore remains capacity rather than a completed transaction: the plan lists
The completed asset sale generated
Key Figures
Total assets: $1,914,327 thousand
Q2 2026 net income: $8,346 thousand
Six‑month diluted EPS 2026: $2.12 per share
+5 more
8 metrics
Total assets
$1,914,327 thousand
As of June 30, 2026
Q2 2026 net income
$8,346 thousand
Three months ended June 30, 2026
Six‑month diluted EPS 2026
$2.12 per share
Six months ended June 30, 2026
Allowance for credit losses
$19,512 thousand
Loans allowance as of June 30, 2026
Oil & gas sale loss
$2,100 thousand
Pre-tax loss on sale of oil and gas properties in Q2 2026
Century acquisition price
$68,000 thousand
Proposed purchase of ~71% of Century Financial Services Corporation
Regulatory CET1 ratio
15.17%
Company CET1 capital to risk-weighted assets as of June 30, 2026
Total capital ratio
16.35%
Company total capital to risk-weighted assets as of June 30, 2026
Key Terms
stalking horse, collateral-dependent loans, capital conservation buffer, Basel III Capital Rules, +1 more
5 terms
stalking horse financial
"entered into a Stock Purchase Agreement ... to serve as a “stalking horse” bidder"
A stalking horse is an initial bidder chosen in a court-supervised sale of a company or its assets to set a baseline offer and encourage competitive bidding. Think of it as the opening bid at an auction: it establishes a minimum price and terms for the sale and often receives a small fee or protection if another buyer tops the offer, which helps protect value for creditors and informs investors about likely recovery from the sale.
collateral-dependent loans financial
"A loan is considered collateral-dependent when the borrower is experiencing financial difficulty"
capital conservation buffer financial
"maintains capital conservation buffers that allow the Company and Bank to avoid limitations"
A capital conservation buffer is an extra layer of a bank's own money held above minimum capital rules so the bank can absorb losses and keep lending during tough times. Think of it like an emergency savings account for a bank: it lowers the chance of sudden dividend cuts, forced stock sales, or government support, and therefore affects investor views of a bank’s safety, earnings stability and valuation.
Basel III Capital Rules financial
"The current risk-based capital standards applicable ... are based on the Basel III Capital Rules"
Basel III capital rules are a set of international standards requiring banks to keep a certain amount of high-quality financial reserves so they can absorb losses and keep operating during stress, like a safety cushion under a vehicle. For investors this matters because the size and quality of those cushions influence a bank’s risk of failure, its ability to lend, and how much profit it can return as dividends or reinvest, affecting share value and stability.
nonaccrual loans financial
"The following table presents information regarding nonaccrual loans as of June 30, 2026"
Nonaccrual loans are loans a lender has stopped counting toward interest income because the borrower is overdue or unlikely to pay; the lender only records cash payments received and may set aside extra funds to cover potential losses. For investors, a rising number or amount of nonaccrual loans signals weaker credit quality, lower future interest revenue and larger potential write-downs — similar to pausing expected subscription income when many customers stop paying.
Earnings Snapshot
Net interest income Q2 2026: $21,905 thousand
Quarter and six months ended June 30, 2026
Net interest income Q2 2026
$21,905 thousand
$21,905 vs $21,738 in Q2 2025
Net income Q2 2026
$8,346 thousand
$8,346 vs $11,105 in Q2 2025
Net income six months 2026
$20,352 thousand
$20,352 vs $21,441 in first half 2025
Diluted EPS Q2 2026
$0.87
$0.87 vs $1.16 in Q2 2025
Diluted EPS six months 2026
$2.12
$2.12 vs $2.25 in first half 2025
AI-generated analysis. How Rhea-AI works. Not financial advice.
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FAQ
How did Bank7 Corp. (BSVN) perform financially in Q2 2026?
Bank7 Corp. earned $8.3 million in net income in Q2 2026, down from $11.1 million a year earlier. Net interest income was $21.9 million, and diluted EPS was $0.87, reflecting higher noninterest expenses despite stable credit costs.
What were Bank7 Corp. (BSVN)’s capital ratios as of June 30, 2026?
As of June 30, 2026, Bank7 reported a total capital ratio of 16.35% and a CET1 ratio of 15.17% at the holding company. These levels exceed Basel III minimums and support the bank’s “well‑capitalized” regulatory status.
What strategic transaction is Bank7 Corp. (BSVN) pursuing with Century Financial Services?
On July 1, 2026, Bank7 agreed to act as a stalking horse bidder to acquire about 71% of Century Financial Services Corporation for $68.0 million. It funded a $7.3 million deposit, with closing subject to auction results, court approval, and regulatory clearance.
How did Bank7 Corp. (BSVN) exit its oil and gas investment in 2026?
On April 10, 2026, Bank7 sold its proved oil and natural gas properties for $5.2 million in net proceeds. With a remaining net book value of $7.8 million, the sale produced a recognized $2.1 million pre‑tax loss and removed all oil and gas assets from the balance sheet.
What dividends did Bank7 Corp. (BSVN) pay in the first half of 2026?
For the six months ended June 30, 2026, Bank7 declared cash dividends totaling $0.54 per share, or $5.14 million. This compares with $0.48 per share, or $4.54 million, for the same period in 2025, reflecting a higher per‑share payout.
What is the status of credit quality and loan loss provisions at Bank7 Corp. (BSVN)?
At June 30, 2026, Bank7’s allowance for credit losses on loans was $19.5 million, with no provision recorded in the first half of 2026. Nonaccrual loans totaled $6.3 million, and there were no charge‑offs year‑to‑date.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-38656
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (405 ) 810-8600
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post 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. (Check one):
| Large accelerated filer | ☐ | | ☒ |
| Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of August 10, 2026, the registrant had 9,525,856 shares of common stock, par value $0.01, outstanding.
TABLE OF CONTENTS
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Page
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Unaudited Condensed Consolidated Balance Sheets
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2
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Unaudited Condensed Consolidated Statements of Comprehensive Income
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3
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Unaudited Condensed Consolidated Statements of Shareholders’ Equity
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4
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Unaudited Condensed Consolidated Statements of Cash Flows
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5
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Notes to Unaudited Condensed Consolidated Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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35
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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54
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Item 4.
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Controls and Procedures
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55
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PART II.
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OTHER INFORMATION
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56
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Item 1.
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Legal Proceedings
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56
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Item 1A.
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Risk Factors
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56
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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56
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Item 3.
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Defaults Upon Senior Securities
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56
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Item 4.
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Mine Safety Disclosures
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56
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Item 5.
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Other Information
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56
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Item 6.
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Exhibits
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57
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Signatures
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57
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Table
of Contents
Forward-Looking Statements
This Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our
financial performance. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not
always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or
phrases. Any or all of the forward-looking statements in (or conveyed orally regarding) this presentation may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this presentation should not be regarded as a
representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on its current expectations and projections about future events
and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements as a result
of risks, uncertainties and assumptions that are difficult to predict. Factors that could cause such differences are discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, and may be discussed from time to
time in our other SEC filings, including our Quarterly Reports. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from
what we anticipate. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any
forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required by law. All forward-looking statements herein are qualified
by these cautionary statements.
Table
of Contents
Bank7 Corp.
Condensed Consolidated Balance Sheets
(Dollar amounts in thousands, except par value and share data)
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Assets
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June 30,
2026 (unaudited) |
December 31,
2025 |
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Cash and due from banks
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$
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$
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Interest-bearing time deposits in other banks
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| Available-for-sale debt securities (amortized cost of $ |
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| Loans, net of allowance for credit losses of $ |
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Loans held for sale
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Premises and equipment, net
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Nonmarketable equity securities
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Goodwill
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Interest receivable and other assets
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Total assets
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Liabilities and Shareholders’ Equity
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Deposits
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Noninterest-bearing
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Interest-bearing
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Total deposits
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Income taxes payable
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Interest payable and other liabilities
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Total liabilities
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Shareholders’ equity
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| Common stock, $ |
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Additional paid-in capital
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Retained earnings
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Accumulated other comprehensive loss
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Total shareholders’ equity
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Total liabilities and shareholders’ equity
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$
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$
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See accompanying notes to Condensed Consolidated Financial Statements
2
Table
of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(Dollar amounts in thousands, except share and per share data)
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Three Months Ended
June 30,
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Six Months Ended
June 30,
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2026
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2025
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2026
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2025
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Interest Income
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Loans, including fees
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$
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$
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$
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$
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Interest-bearing time deposits in other banks
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Debt securities, taxable
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Debt securities, tax-exempt
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Other interest and dividend income
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Total interest income
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Interest Expense
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Deposits
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Total interest expense
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Net Interest Income
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Provision for Credit Losses
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Net Interest Income After Provision for Credit Losses
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Noninterest Income
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Mortgage lending income
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Service charges on deposit accounts
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Other
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Total noninterest income
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Noninterest Expense
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Salaries and employee benefits
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Furniture and equipment
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Occupancy
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Data and item processing
|
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Accounting, marketing and legal fees
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Regulatory assessments
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Advertising and public relations
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Travel, lodging and entertainment
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Other
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Total noninterest expense
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Income Before Taxes
|
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Income tax expense
|
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Net Income
|
$
|
|
$
|
|
$
|
|
$
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||||||||
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||||||||||||||||
|
Earnings per common share - basic
|
$
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$
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$
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$
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Earnings per common share - diluted
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Weighted average common shares outstanding - basic
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Weighted average common shares outstanding - diluted
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Other Comprehensive Income (Loss)
|
||||||||||||||||
| Unrealized (losses) gains on securities, net of tax expense of $ |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||
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Other comprehensive income (loss)
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
|||||||
|
Comprehensive Income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
See accompanying notes to Condensed Consolidated Financial Statements
3
Table of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
(Dollar amounts in thousands, except share and per share data)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
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2026
|
2025
|
2026
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2025
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Common Stock (Shares)
|
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Balance at beginning of period
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Exercise of employee stock options
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Shares issued for restricted stock units
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Shares acquired and retired
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( |
)
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( |
)
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( |
)
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Balance at end of period
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Common Stock (Amount)
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
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$
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$
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$
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||||||||
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Net shares purchased and retired for restricted stock units and issued for stock options
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Balance at end of period
|
$
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$
|
|
$
|
|
$
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Additional Paid-in Capital
|
||||||||||||||||
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Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
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||||||||
|
Shares purchased and retired for restricted stock units
|
|
( |
)
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( |
)
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( |
)
|
|||||||||
|
Exercise of stock options
|
|
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Stock-based compensation expense
|
|
|
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Balance at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Retained Earnings
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Net income
|
|
|
|
|
||||||||||||
| Cash dividends declared ($ June 30, 2026 and 2025, respectively; $ ended June 30, 2026 and 2025, respectively) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
|
Balance at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Accumulated Other Comprehensive Loss
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
||||
|
Comprehensive (loss) income
|
|
|
( |
)
|
|
|||||||||||
|
Balance at end of period
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
||||
|
Total Shareholders’ equity
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
See accompanying notes to Condensed Consolidated Financial Statements
4
Table of Contents
Bank7 Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
|
Six Months Ended
June 30, |
||||||||
|
2026
|
2025
|
|||||||
|
Operating Activities
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||
|
Depreciation and amortization
|
|
|
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|
Amortization of premiums on securities
|
|
|
||||||
|
Gain on sales of loans held for sale
|
( |
)
|
( |
)
|
||||
|
Stock-based compensation expense
|
|
|
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|
Gain on sale of premises and equipment
|
( |
)
|
|
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|
Cash receipts from the sale of loans originated for sale
|
|
|
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|
Cash disbursements for loans originated for sale
|
( |
)
|
( |
)
|
||||
|
Deferred income tax expense
|
|
|
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|
Loss on disposition of oil and gas assets
|
|
|
||||||
|
Changes in
|
||||||||
|
Interest receivable and other assets
|
|
( |
)
|
|||||
|
Interest payable and other liabilities
|
( |
)
|
( |
)
|
||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Investing Activities
|
||||||||
|
Net cash paid for acquisition
|
|
( |
)
|
|||||
|
Proceeds from sale of oil and gas assets
|
|
|
||||||
|
Maturities of interest-bearing time deposits in other banks
|
|
|
||||||
|
Purchases of interest-bearing time deposits in other banks
|
|
( |
)
|
|||||
|
Maturities, prepayments and calls of available-for-sale debt securities
|
|
|
||||||
|
Purchases of available-for-sale debt securities
|
|
( |
)
|
|||||
|
Net change in loans
|
|
( |
)
|
|||||
|
Purchases of premises and equipment
|
( |
)
|
( |
)
|
||||
|
Proceeds from sale of premises and equipment
|
|
|
||||||
|
Proceeds from sale of nonmarketable equity securities
|
( |
)
|
|
|||||
|
Net cash provided by (used in) investing activities
|
|
( |
)
|
|||||
|
Financing Activities
|
||||||||
|
Net change in deposits
|
( |
)
|
|
|||||
|
Cash dividends paid
|
( |
)
|
( |
)
|
||||
|
Shares purchased and retired for restricted stock units
|
( |
)
|
( |
)
|
||||
|
Net settlement of stock options
|
|
|
||||||
|
Net cash (used in) provided by financing activities
|
( |
)
|
|
|||||
|
Net Decrease in Cash and Due from Banks
|
( |
)
|
( |
)
|
||||
|
Cash and Due from Banks, Beginning of Period
|
|
|
||||||
|
Cash and Due from Banks, End of Period
|
$
|
|
$
|
|
||||
|
Supplemental Disclosure of Cash Flows Information
|
||||||||
|
Interest paid
|
$
|
|
$
|
|
||||
|
Income taxes paid
|
$
|
|
$
|
|
||||
|
Dividends declared and not paid
|
$
|
|
$
|
|
||||
See accompanying notes to Condensed Consolidated Financial Statements
5
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Bank7 Corp. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Bank7 (the “Bank”). The Bank is primarily engaged in providing a full
range of banking and financial services to individual and corporate customers located in Oklahoma, Texas, and Kansas. The Bank is subject to competition from other financial institutions. The Company is subject to the regulation of certain
federal agencies and undergoes periodic examinations by those regulatory authorities.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the
financial position, results of operations, and cash flows of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the
Company since December 31, 2025, the date of the most recent annual report. The condensed consolidated balance sheet of the Company as of December 31, 2025 has been derived from the audited consolidated balance sheet of the Company as of that
date. Certain information and notes normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The information contained in the financial
statements and footnotes included in Company’s annual report for the year ended December 31, 2025, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods
disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the Bank and its wholly-owned subsidiaries: First American Mortgage, LLC, which provides residential mortgage lending
services, 1039 NW 63rd, LLC, which holds real estate utilized by the Bank, and, through the date of its dissolution in the second quarter of 2026, Giddings Production, LLC, which was engaged in the production of oil, natural gas and natural gas
liquid (“NGL”) reserves in Texas. All significant intercompany accounts and transactions have been eliminated in consolidation.
Segments
The Company continues to operate as a single reportable segment, as described in Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer. The Company’s operations are managed and financial performance is evaluated on a Company-wide basis. The CODM uses net income and total assets to allocate resources across the Company and assess performance.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses.
6
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Recent Accounting Pronouncements
Standards Adopted During Current Period:
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update includes a wide range of amendments to clarify, correct errors in, and make minor improvements to the Accounting Standards
Codification. The Company adopted this ASU effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient
allowing entities to assume that current economic conditions will remain unchanged for the life of short-term financial assets, such as trade receivables, that arise from contracts with customers. The Company adopted this ASU effective January 1,
2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining
whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted this ASU effective January 1, 2026. The Company does not currently have any convertible debt instruments; therefore,
the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or disclosures.
Standards Not Yet Adopted:
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update is intended to improve the clarity and consistency of interim reporting requirements. The
amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This update aims to better align hedge accounting with an entity’s risk management activities. The
amendments are effective for fiscal years beginning after December 15, 2026. The Company does not apply formal hedge accounting and therefore does not expect the adoption of this ASU to have a material impact on its consolidated financial
statements.
In October 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. This ASU modifies the accounting for expected credit losses for purchased financial assets. The
standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. As the Company has not acquired loans in the periods presented, the adoption of this ASU is not expected to have a material impact on its
consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). This update provides targeted refinements to the scope of derivative
accounting. The standard is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This ASU requires public business entities to disclose disaggregated information
about certain expense captions, including compensation costs, depreciation and amortization, advertising costs, shipping and handling costs, and research and development costs, in the notes to their financial statements. The amendments are
effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statement disclosures.
Subsequent Events
On July 1, 2026, the Company entered into a Stock Purchase Agreement with a court-appointed receiver to serve as a “stalking horse” bidder to acquire approximately 71% of the outstanding shares of Century Financial Services Corporation for a cash purchase price of $68.0 million.
The proposed transaction is subject to a court-supervised auction process, the receipt of higher and better offers, court approval, and all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System. In connection with the agreement, the Company subsequently funded a required good-faith deposit of $7.3 million, which will be credited to the purchase price if the Company is the successful bidder. The agreement also provides that a break-up fee of $2.0 million will be payable to the Company if it is not selected as the successful bidder in the auction, among other specified circumstances.
Due to the competitive bidding procedures and the contingent nature of the receivership proceeding, there can be no assurance that the Company will be the successful bidder or that the transaction will be
consummated.
7
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2: Recent Events, Including Mergers and Acquisitions
Acquisition and Disposition of Oil and Natural Gas Properties
On October 31, 2023, the Company entered into an asset purchase and sale agreement, effective September 1, 2023 , to acquire proved oil and natural gas properties from HB2 Origination, LLC for a total purchase price of $15.1 million, after closing adjustments.
On April 10, 2026, the Company completed the sale of these proved oil and natural gas properties for a base purchase price of $5.2 million. The transaction had an effective date of April 1, 2026 . After customary closing adjustments, the Company received net cash proceeds of $5.2 million. At the time of the sale, the assets had a remaining net book value of $7.8 million. In connection with the sale, the purchaser assumed the associated asset retirement obligations of $0.3 million, which, along with miscellaneous adjustments of $0.2 million, resulted in a recognized pre-tax loss of $2.1 million during the second quarter of 2026. The disposition did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. As such, the transaction did not qualify for discontinued operations reporting, and the loss on sale, along with the historical results of the oil and gas operations, are included within continuing operations.
Following the sale, the Company had no oil and gas assets or related asset retirement obligations remaining on its consolidated balance sheets as of June 30, 2026. For comparison, the Company had oil and gas assets and related receivables included in interest receivable and other assets on the consolidated balance sheets of $8.9 million, and asset retirement obligations and oil and gas related liabilities included in interest payable and other liabilities of $0.8 million as of December 31, 2025.
The Company had oil and gas related revenues included in “Other” noninterest income on the consolidated statements of comprehensive income of $0 and $0.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.6 million and $2.7 million for the three and six months ended June 30, 2025.
The Company had oil and gas related expenses included in “Other” noninterest expense on the consolidated statements of comprehensive income of $2.0 million and $2.6 million for the three and six months ended June 30, 2026, respectively, compared to $0.9 million and $2.0 million for the three and six months ended June 30, 2025. The oil and gas related expenses for the three and six months ended June 30, 2026, include the $2.1
8
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 3: Earnings per Share
Basic earnings per common share represents the amount of earnings for the period available to each share of common stock outstanding during the reporting period. Basic earnings per share (“EPS”) is computed based
upon net income divided by the weighted average number of common shares outstanding during the period.
Diluted EPS represents the amount of earnings for the period available to each share of common stock outstanding including common stock that would have been outstanding assuming the issuance of common shares for
all dilutive potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income divided by the weighted average number of common shares outstanding during each period, adjusted for the effect of
dilutive potential common shares, such as restricted stock awards and nonqualified stock options, calculated using the treasury stock method.
The following table shows the computation of basic and diluted earnings per share:
|
|
As of and for the three months ended June 30, |
As of and for the six months ended June 30, |
||||||||||||||
|
|
2026 |
2025 |
2026 |
2025 |
||||||||||||
| (Dollars in thousands, except share and per share amounts) |
||||||||||||||||
|
Numerator
|
||||||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Denominator
|
||||||||||||||||
|
Weighted-average shares outstanding for basic earnings per share
|
|
|
|
|
||||||||||||
|
Dilutive effect of stock compensation(1)
|
|
|
|
|
||||||||||||
|
Denominator for diluted earnings per share
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
Earnings per common share
|
||||||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
(1) The following have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented: Restricted stock units of 0 and 64,992 for the three month periods ended June 30, 2026 and 2025, respectively, and 0 and 64,992 for the six month periods ended June 30, 2026 and 2025, respectively.
9
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 4: Debt Securities
The following table summarizes the amortized cost and fair value of debt securities available-for-sale at June 30, 2026 and December 31, 2025 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:
| (in thousands) |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
||||||||||||
| Available-for-sale as of June 30, 2026 |
||||||||||||||||
|
Mortgage-backed securities(1)(2)
|
|
|
( |
)
|
|
|||||||||||
|
State and political subdivisions
|
|
|
( |
)
|
|
|||||||||||
|
U.S. treasuries
|
|
|
( |
)
|
|
|||||||||||
|
Corporate debt securities
|
|
|
( |
)
|
|
|||||||||||
|
Total available-for-sale
|
|
|
( |
)
|
|
|||||||||||
|
Total debt securities
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
|||||||
| (in thousands) |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
||||||||||||
| Available-for-sale as of December 31, 2025 |
||||||||||||||||
|
U.S. federal agencies
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Mortgage-backed securities(1)(2)
|
|
|
( |
)
|
|
|||||||||||
|
State and political subdivisions
|
|
|
( |
)
|
|
|||||||||||
|
U.S. treasuries
|
|
|
( |
)
|
|
|||||||||||
|
Corporate debt securities
|
|
|
( |
)
|
|
|||||||||||
|
Total available-for-sale
|
|
|
( |
)
|
|
|||||||||||
|
Total debt securities
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
|||||||
(1) All mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities.
(2)Included in amortized cost of mortgage-backed securities is $17.95 million and $19.09 million of residential mortgage-backed securities and $8.10 million and $8.22 million of commercial mortgage-backed securities as of June 30, 2026 and December 31, 2025, respectively.
(2)
10
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The amortized cost and estimated fair value of investment securities at June 30, 2026 and December 31, 2025, by contractual maturity, are shown below. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties.
|
(in thousands)
|
Amortized Cost
|
Fair Value
|
||||||
|
Available-for-sale as of June 30, 2026
|
||||||||
|
Due in one year or less
|
$
|
|
$
|
|
||||
|
Due after one year through five years
|
|
|
||||||
|
Due after five years through ten years
|
|
|
||||||
|
Due after ten years
|
|
|
||||||
|
Mortgage-backed securities
|
|
|
||||||
|
Total available-for-sale
|
$
|
|
$
|
|
||||
|
(in thousands)
|
Amortized Cost
|
Fair Value
|
||||||
|
Available-for-sale as of December 31, 2025
|
||||||||
|
Due in one year or less
|
$
|
|
$
|
|
||||
|
Due after one year through five years
|
|
|
||||||
|
Due after five years through ten years
|
|
|
||||||
|
Due after ten years
|
|
|
||||||
|
Mortgage-backed securities
|
|
|
||||||
|
Total available-for-sale
|
$
|
|
$
|
|
||||
There were no holdings of securities of issuers in an amount greater than 10% of stockholders’ equity at June 30, 2026.
The following table presents a summary of realized gains and losses from the sale, prepayment and call of debt securities for the three and six months ended June 30, 2026 and June 30, 2025.
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Proceeds from sales, maturities, prepayments and calls
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Gross realized gains on sales, prepayments and calls
|
|
|
|
|
||||||||||||
|
Gross realized losses on sales, prepayments and calls
|
|
|
|
|
||||||||||||
|
Total realized (losses), net
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table details book value of pledged securities as of June 30, 2026 and December 31, 2025:
|
(in thousands)
|
June 30,
2026
|
December 31,
2025
|
||||||
|
Book value of pledged securities
|
$
|
|
$
|
|
||||
11
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
| Number of Investments |
Less than Twelve Months |
Twelve Months or Longer |
Total |
|||||||||||||||||||||||||
| Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
|||||||||||||||||||||||
| (in thousands) |
||||||||||||||||||||||||||||
| Available-for-sale as of June 30, 2026 |
||||||||||||||||||||||||||||
|
U.S. federal agencies
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
State and political subdivisions(1)
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
U.S. treasuries
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
Corporate debt securities(2)
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
Total available-for-sale
|
|
$
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
$
|
( |
) |
|||||||||||||
|
|
Number of Investments |
Less than Twelve Months |
Twelve Months or Longer |
Total |
||||||||||||||||||||||||
| Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
|||||||||||||||||||||||
| (in thousands) |
||||||||||||||||||||||||||||
| Available-for-sale as of December 31, 2025 |
||||||||||||||||||||||||||||
|
U.S. federal agencies
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
State and political subdivisions(1)
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
U.S. treasuries
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
Corporate debt securities(2)
|
|
|
|
|
( |
)
|
|
( |
) |
|||||||||||||||||||
|
Total available-for-sale
|
|
$
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
$
|
( |
) |
|||||||||||||
(1) The state and political subdivision secu rities, $15.28 million and $16.33 million are rated BBB+ or better and $1.45 million and $1.45 million are not rated as of June 30, 2026 and December 31, 2025, respectively.
(2)The corporate debt securities are not rated.
(2)
12
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
A summary of loans at June 30, 2026 and December 31, 2025, are as follows (dollars in thousands):
|
|
June 30,
2026
|
December 31,
2025
|
||||||
|
|
||||||||
|
Construction & development
|
$
|
|
$
|
|
||||
|
1 - 4 family real estate
|
|
|
||||||
|
Commercial real estate - other
|
|
|
||||||
|
Total commercial real estate
|
|
|
||||||
|
|
||||||||
|
Commercial & industrial
|
|
|
||||||
|
Agricultural
|
|
|
||||||
|
Consumer
|
|
|
||||||
|
|
||||||||
|
Gross loans
|
|
|
||||||
|
|
||||||||
|
Less allowance for credit losses
|
( |
)
|
( |
)
|
||||
|
Less deferred loan fees
|
( |
)
|
( |
)
|
||||
|
|
||||||||
|
Net loans
|
$
|
|
$
|
|
||||
13
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents, by portfolio segment, the activity in the allowance for credit losses for the three months ended June 30, 2026 and 2025 (dollars in thousands):
|
|
Construction &
Development
|
1 - 4 Family
Real Estate
|
Commercial
Real Estate -
Other
|
Commercial
& Industrial
|
Agricultural
|
Consumer
|
Total
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
June 30, 2026
|
||||||||||||||||||||||||||||
|
Loans
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Charge-offs
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net (charge-offs) recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Provision (credit) for credit losses
|
|
( |
)
|
( |
)
|
|
( |
)
|
( |
)
|
|
|||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Unfunded Commitments
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
|
( |
)
|
|
|
|
|
|||||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total allowance for credit losses and reserve for unfunded commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total provision (credit) for credit losses
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
||||||||||
|
|
Construction &
Development
|
1 - 4 Family
Real Estate
|
Commercial
Real Estate -Other
|
Commercial
& Industrial
|
Agricultural
|
Consumer
|
Total
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
June 30, 2025
|
||||||||||||||||||||||||||||
|
Loans
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Charge-offs
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net (charge-offs) recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
( |
)
|
|
|
( |
)
|
( |
)
|
|
|||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Unfunded Commitments
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
|
|
( |
)
|
|
|
|
|||||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total allowance for credit losses and reserve for unfunded commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total provision (credit) for credit losses
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
|||||||||
14
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents, by portfolio segment, the activity in the allowance for credit losses for the six months ended June 30, 2026 and 2025 (dollars in thousands):
|
|
Construction &
Development
|
1 - 4 Family
Real Estate
|
Commercial
Real Estate -Other
|
Commercial
& Industrial
|
Agricultural
|
Consumer
|
Total
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
June 30, 2026
|
||||||||||||||||||||||||||||
|
Loans
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Charge-offs
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net (charge-offs) recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
|
( |
)
|
|
( |
)
|
( |
)
|
|
|||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Unfunded Commitments
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
|
( |
)
|
|
( |
)
|
|
|
||||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total allowance for credit losses and reserve for unfunded commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total provision (credit) for credit losses
|
$
|
( |
)
|
$
|
|
$
|
( |
)
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
||||||||||
|
|
Construction &
Development
|
1 - 4 Family
Real Estate
|
Commercial
Real Estate -
Other
|
Commercial
& Industrial
|
Agricultural
|
Consumer
|
Total
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
June 30, 2025
|
||||||||||||||||||||||||||||
|
Loans
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Charge-offs
|
|
|
( |
)
|
|
|
( |
)
|
( |
)
|
||||||||||||||||||
|
Recoveries
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net (charge-offs) recoveries
|
|
|
( |
)
|
|
|
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Provision (credit) for credit losses
|
|
( |
)
|
|
( |
)
|
( |
)
|
( |
)
|
|
|||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Unfunded Commitments
|
||||||||||||||||||||||||||||
|
Balance, beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Provision (credit) for credit losses
|
( |
)
|
|
|
( |
)
|
|
|
|
|||||||||||||||||||
|
Balance, end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total allowance for credit losses and reserve for unfunded commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Total provision (credit) for credit losses
|
$
|
|
$
|
( |
)
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|
||||||||||
15
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Internal Risk Categories
Each loan segment is made up of loan categories possessing similar risk characteristics.
Risk characteristics applicable to each segment of the loan portfolio are described as follows:
Real Estate – The real estate portfolio consists of residential and commercial properties. Residential loans are generally secured by owner occupied 1–4 family residences.
Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Company’s market areas that might impact either property
values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers. Commercial real estate (CRE) loans in this category typically involve larger
principal amounts and are repaid primarily from the cash flow of a borrower’s principal business operation, the sale of the real estate or income independent of the loan purpose. Credit risk in these loans is driven by the creditworthiness of a
borrower, property values, the local economy and other economic conditions impacting a borrower’s business or personal income. Construction and development loans introduce additional risks, as repayment is generally dependent on the successful
completion of the project and the subsequent sale or permanent financing of the property. Credit risk in these loans is primarily driven by potential construction delays, cost overruns, and shifts in market conditions or interest rates that could
impact the ultimate value of the project or the borrower’s ability to secure permanent financing.
Commercial & Industrial – The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions.
The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow
stability from business operations.
Agricultural – Loans secured by agricultural assets are generally made for the purpose of acquiring land devoted to crop production, cattle or poultry or the operation of a
similar type of business on the secured property. Sources of repayment for these loans generally include income generated from operations of a business on the property, rental income or sales of the property. Credit risk in these loans may be
impacted by crop and commodity prices, the creditworthiness of a borrower, and changes in economic conditions which might affect underlying property values and the local economies in the Company’s market areas.
Consumer – The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors, such as unemployment and general economic
conditions in the Company’s market area and the creditworthiness of a borrower.
16
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Loan grades are numbered 1 through 4. Grade 1 is considered satisfactory. The grades of 2 and 3, or Watch and Special Mention, respectively, represent loans of lower quality and are considered criticized. Grade
of 4, or Substandard, refers to loans that are classified.
| • |
Grade 1 (Pass) – These loans generally conform to Bank policies, and are characterized by policy conforming advance rates on collateral, and have
well-defined repayment sources. In addition, these credits are extended to borrowers and/or guarantors with a strong balance sheet and either substantial liquidity or a reliable income history.
|
| • |
Grade 2 (Watch) – These loans are still considered “Pass” credits; however, various factors such as industry stress, material changes in cash flow or financial conditions, or deficiencies in loan
documentation, or other risk issues determined by the Lending Officer, Commercial Loan Committee (CLC), or Credit Quality Committee (CQC) warrant a heightened sense and frequency of monitoring.
|
| • |
Grade 3 (Special Mention) – These loans must have observable weaknesses or evidence of imprudent handling or structural issues. The weaknesses require close attention and the remediation of those
weaknesses is necessary. No risk of probable loss exists. Credits in this category are expected to quickly migrate to a “2” or a “4” as this is viewed as a transitory loan grade.
|
| • |
Grade 4 (Substandard) – These loans are not adequately protected by the sound worth and debt service capacity of the borrower, but may be well secured. They have defined weaknesses relative to
cash flow, collateral, financial condition, or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated.
|
The Company evaluates the definitions of loan grades and the allowance for credit losses methodology on an ongoing basis. No changes were made to either during the period ended June
30, 2026.
17
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following tables presents the amortized cost of the Company’s loan portfolio by year of origination based on internal rating category as of June 30, 2026 and December 31, 2025, respectively (dollars in thousands).
|
As of June 30, 2026
|
2026
|
2025
|
2024
|
2023
|
2022
|
Prior
|
Revolving
Loans
Amortized
Cost Basis
|
Total
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Construction & development
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total construction & development
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
1 - 4 family real estate
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total 1 - 4 family real estate
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial real estate - other
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total commercial real estate - other
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial and industrial
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total commercial and industrial
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Agricultural
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total agricultural
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Consumer
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total consumer
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
18
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
|
As of December 31, 2025
|
2025
|
2024
|
2023
|
2022
|
2021
|
Prior
|
Revolving
Loans
Amortized
Cost Basis
|
Total
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Construction & development
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total construction & development
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
1 - 4 family real estate
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total 1 - 4 family real estate
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial real estate - other
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total commercial real estate - other
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial and industrial
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total commercial and industrial
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Agricultural
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total agricultural
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Consumer
|
||||||||||||||||||||||||||||||||
|
Grade
|
||||||||||||||||||||||||||||||||
|
1 (Pass)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
2 (Watch)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
3 (Special Mention)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
4 (Substandard)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total consumer
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Total loans
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
19
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
There were no charge-offs for the six months ended June 30, 2026.
The following tables presents the gross charge-offs of the Company’s loan portfolio by year of origination based on internal rating category for the six months ended June 30, 2025 (dollars in thousands).
|
For the six months ended June 30, 2025
|
2025
|
2024
|
2023
|
2022
|
2021
|
Prior
|
Revolving
Loans
Amortized
Cost Basis
|
Total
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
1 - 4 family real estate
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial real estate - other
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Agricultural
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total current-period gross charge-offs
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
20
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Aged Analysis of Past Due Loans Receivable
The following table presents the Company’s loan portfolio aging analysis of the recorded investment in loans as of June 30, 2026 and December 31, 2025 (dollars in thousands):
|
Past Due
|
|
|||||||||||||||||||||||||||
|
30–59
Days
|
60–89
Days
|
Greater than
90 Days
|
Total
|
Current
|
Total
Loans
|
Total Loans
> 90 Days &
Accruing
|
||||||||||||||||||||||
|
June 30, 2026
|
||||||||||||||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
1 - 4 family real estate
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Commercial real estate - other
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Commercial & industrial
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Agricultural
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
December 31, 2025
|
||||||||||||||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
1 - 4 family real estate
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Commercial real estate - other
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Commercial & industrial
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Agricultural
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
21
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Nonaccrual Loans
The following table presents information regarding nonaccrual loans as of June 30, 2026 and December 31, 2025 (dollars in thousands):
|
With an
Allowance
|
No Allowance
|
Total Non-
Accrual
Loans
|
Related
Allowance
|
|||||||||||||
|
June 30, 2026
|
||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
1 - 4 family real estate
|
|
|
|
|
||||||||||||
|
Commercial real estate - other
|
|
|
|
|
||||||||||||
|
Commercial & industrial
|
|
|
|
|
||||||||||||
|
Agricultural
|
|
|
|
|
||||||||||||
|
Consumer
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
With an
Allowance
|
No Allowance
|
Total Non-
Accrual
Loans
|
Related
Allowance
|
|||||||||||||
|
December 31, 2025
|
||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
1 - 4 family real estate
|
|
|
|
|
||||||||||||
|
Commercial real estate - other
|
|
|
|
|
||||||||||||
|
Commercial & industrial
|
|
|
|
|
||||||||||||
|
Agricultural
|
|
|
|
|
||||||||||||
|
Consumer
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Interest income recognized on the nonaccrual loans for the three and six months ended June 30, 2026, and 2025 was considered immaterial.
22
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Collateral Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During
the three months ended June 30, 2026 and June 30, 2025, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. At a minimum, the estimated value
of the collateral for loan equals the current book value.
The following table summarizes collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows (dollars in thousands):
|
Collateral Type
|
||||||||||||||||
|
Real Estate
|
Business
Assets
|
Total
|
Specific
Allocation
|
|||||||||||||
|
June 30, 2026
|
||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
1 - 4 family real estate
|
|
|
|
|
||||||||||||
|
Commercial real estate - other
|
|
|
|
|
||||||||||||
|
Commercial & industrial
|
|
|
|
|
||||||||||||
|
Agricultural
|
|
|
|
|
||||||||||||
|
Consumer
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Collateral Type
|
||||||||||||||||
|
Real Estate
|
Business
Assets
|
Total
|
Specific
Allocation
|
|||||||||||||
|
December 31, 2025
|
||||||||||||||||
|
Construction & development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
1 - 4 family real estate
|
|
|
|
|
||||||||||||
|
Commercial real estate - other
|
|
|
|
|
||||||||||||
|
Commercial & industrial
|
|
|
|
|
||||||||||||
|
Agricultural
|
|
|
|
|
||||||||||||
|
Consumer
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
23
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Loan Modifications to Borrowers Experiencing Financial Difficulty
As part of the Company’s ongoing risk management practices, the Company attempts to work with borrowers experiencing financial difficulty and when necessary to extend or modify loan terms to better align with their current ability to repay.
Modifications could include extension of the maturity date, reductions of the interest rate, reduction or forgiveness of accrued interest, or principal forgiveness. Combinations of these modifications may also be made for individual loans.
Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Principal reductions may be made in limited circumstances, typically for specific commercial loan workouts,
and in the event of borrower bankruptcy. Each occurrence is unique to the borrower and is evaluated separately. A change to the allowance for credit losses is generally not recorded upon modification because the effect of most modifications
made to borrowers experiencing financial difficulty is already included in the allowance methodology.
The assessment of whether a borrower is experiencing financial difficulty can be subjective in nature and management’s judgment may be required in making this determination. The Company may determine that a borrower is experiencing financial
difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future absent a modification. Many aspects of a borrower’s financial situation are assessed when
determining whether they are experiencing financial difficulty.
During the three months ended June 30, 2026, the Company modified no loans to borrowers experiencing financial difficulty.
During the three months ended June 30, 2025, the Company modified two loans for borrowers experiencing financial difficulty. One of these modifications involved a construction and development loan that received a term extension, and the other involved a commercial real estate loan that received a term extension and a payment delay. As of June 30, 2025, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $ |
| • | The modified commercial real estate loan had an amortized cost basis of $ |
During the six months ended June 30, 2026, the Company modified four loans for borrowers experiencing financial difficulty. Two of these modifications were related to a single borrower relationship and consisted of one construction and development loan and one commercial and industrial loan, both of which received a term extension. The remaining two modifications involved one commercial real estate loan and one commercial and industrial loan, both of which received a term extension. As of June 30, 2026, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $ |
| • | The modified commercial real estate loan had an amortized cost basis of $ |
| • | The modified commercial and industrial loans consisted of |
During the six months ended June 30, 2025, the Company modified eight loans for borrowers experiencing financial difficulty. Six of these modifications were related to a single borrower relationship and consisted of one construction and development loan and five commercial and industrial loans, all of which received term extensions. The remaining two modifications involved one commercial real estate loan and one commercial and industrial loan, both of which received a term extension and a payment delay. As of June 30, 2025, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $ |
| • | The modified commercial real estate loan had an amortized cost basis of $ |
| • | The modified commercial and industrial loans consisted of |
The Company closely monitors the performance of loans modified for borrowers experiencing financial difficulty. There were no loans modified for borrowers experiencing financial difficulty that subsequently defaulted during the 12-month
period ended June 30, 2026.
24
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 6: Shareholders’ Equity
On October 26, 2023, the Company adopted a Repurchase Plan (the “Plan”) authorizing the repurchase of up to 750,000 shares of the Company’s stock. On August 20, 2025, the Board of Directors approved the renewal of the Plan. Stock repurchases under the Plan take place pursuant to a Rule 10b5-1 Plan with pricing and purchasing parameters established by management. The Plan may be suspended or discontinued at any time. There were no share repurchases under the Plan during the period ending June 30, 2026.
A summary of the activity under the repurchase plan is as follows:
|
Six Months Ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Number of shares repurchased
|
|
|
||||||
|
Average price of shares repurchased
|
$
|
|
$
|
|
||||
|
Shares remaining to be repurchased
|
|
|
||||||
The Company and Bank are subject to risk-based capital guidelines issued by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet
specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under GAAP, regulatory reporting requirements and regulatory capital standards. The Company’s and Bank’s
capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s and the Bank’s regulators could require adjustments to regulatory
capital not reflected in these financial statements.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier I, and Common Equity capital (as defined in the
regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of June 30, 2026, that the Company and Bank meet all capital adequacy
requirements to which it is subject and maintains capital conservation buffers that allow the Company and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to certain
executive officers.
As of June 30, 2026, the most recent notification from the Federal Deposit Insurance Corporation (FDIC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
25
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The Company’s and Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands):
|
Actual
|
Minimum
Capital Requirements
|
With Capital
Conservation Buffer
|
Minimum
To Be Well Capitalized
Under Prompt
Corrective Action
|
||||||||||||||||||||||||||
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||||||||||||
|
As of June 30, 2026
|
|||||||||||||||||||||||||||||
|
Total capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
N/A
|
N/A
|
|||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
$
|
|
|
%
|
||||||||||||||||
|
Tier I capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||||
|
Common equity tier I capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||||
|
Tier I capital to average assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
|
|
%
|
||||||||||||||||||
|
As of December 31, 2025
|
|||||||||||||||||||||||||||||
|
Total capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
N/A
|
N/A
|
|||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
$
|
|
|
%
|
||||||||||||||||
|
Tier I capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||||
|
Common equity tier I capital to risk-weighted assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||||
|
Tier I capital to average assets
|
|||||||||||||||||||||||||||||
|
Company
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||||
|
Bank
|
|
|
%
|
|
|
%
|
N/A
|
N/A
|
|
|
%
|
||||||||||||||||||
26
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The federal banking agencies require that banking organizations meet several risk-based capital adequacy requirements. The current risk-based capital standards applicable to the Company and the Bank are based on the Basel III Capital Rules
established by the Basel Committee on Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines
for use by each country’s supervisors in determining the supervisory policies they apply. The requirements are intended to ensure that banking organizations have adequate capital given the risk levels of assets and off-balance sheet financial
instruments.
The Basel III Capital Rules require the Bank and the Company to comply with four minimum capital standards: a Tier 1 leverage ratio of at least 4.0%; a Common Equity Tier 1 (“CET1”) capital to risk-weighted assets of 4.5%; a Tier 1 capital
to risk-weighted assets of at least 6.0%; and a total capital to risk-weighted assets of at least 8.0%. The calculation of all types of regulatory capital is subject to definitions, deductions and adjustments specified in the regulations.
The Basel III Capital Rules also require a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital requirements. The capital conservation buffer is designed to absorb losses during periods of economic stress and
effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of CET1 to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) are subject to limitations on
certain activities, including payment of dividends, share repurchases and discretionary bonuses to executive officers based on the amount of the shortfall.
As of June 30, 2026, the Company’s and the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage requirements under the Basel III Capital Rules on a fully phased-in basis.
The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At June 30, 2026, approximately $89.9 million of retained earnings was available for dividend declaration from the Bank without prior regulatory approval.
Note 7: Related-Party Transactions
At June 30, 2026 and December 31, 2025, the Company had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties) in the amount of $9.9 million and $10.5 million, respectively. A summary of these loans is as follows (dollars in thousands):
|
Balance
Beginning of
the Period
|
Additions
|
Collections/
Terminations
|
Balance
End of
the Period
|
|||||||||||||
|
For the six months ended June 30, 2026
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
|||||||
|
Year ended December 31, 2025
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
|
|||||||
The Company holds deposits from related parties, including directors, executive officers, and their related interests. Related party deposits totaled $63.6 million and $66.6 million as of June 30, 2026, and December 31, 2025, respectively. These deposit balances represented 23.87 % and 26.55 % of total stockholders’ equity at June 30, 2026 and December 31, 2025, respectively. All such deposits were made in the ordinary course of business on substantially the same terms, including interest rates, as those prevailing at the time for comparable transactions with other persons.
The Bank leases office and retail banking space in Oklahoma City and Woodward, Oklahoma from Central Park on Lincoln, LLC and Haines Realty Investments Company, LLC, respectively, both related parties of the Company. Lease payments totaled $83,000 and $82,000 for the three months ended June 30, 2026 and 2025, respectively and $165,000 and $163,000 for the six months ended June 30, 2026 and 2025, respectively. In addition, payroll and office sharing arrangements were in place between the Company and certain of its affiliates.
27
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 8: Employee Benefits
401(k) Savings Plan
The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to the maximum legal limit with the Company matching up to 5 % of the employee’s salary. Employer contributions charged to expense for the three months ended June 30, 2026 and 2025 totaled $143,000 and $133,000, respectively. Employer contributions charged to expense for the six months ended June 30, 2026 and 2025 totaled $272,000 and $249,000 , respectively.
Stock-Based Compensation
The Company adopted the Bank7 Corp. 2018 Equity Incentive Plan (the “Incentive Plan”) in September 2018. The Incentive Plan permits the grant of restricted stock units and nonqualified incentive stock options. The Incentive Plan will terminate in September 2028, if not extended. Compensation expense related to the Incentive Plan for the three months ended June 30, 2026 and 2025 totaled $595,000 and $762,000 , respectively. Compensation expense related to the Incentive Plan for the six months ended June 30, 2026 and 2025 totaled $1.3 million and $1.4 million, respectively. There were 719,581 shares available for future grants as of June 30, 2026.
The Company grants to employees and directors restricted stock units (RSUs) which vest ratably over one, three, four, five, or eight years and stock options which vest ratably over four years . All RSUs and stock options are granted at the fair value of the common stock at the time of the award. The RSUs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the vesting and/or service period.
The Company uses newly issued shares for granting RSUs and stock options.
The following table is a summary of the stock option activity under the Bank7 Corp. 2018 Equity Incentive Plan (dollar amounts in thousands, except share and per share data):
| Options | Wgtd. Avg. Exercise Price | Wgtd. Avg. Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||
| Outstanding at December 31, 2025 | | $ | | |||||||||||||
| Options granted | | | ||||||||||||||
| Options exercised | ( | ) | | |||||||||||||
| Options forfeited | | | ||||||||||||||
| Outstanding at June 30, 2026 | | | | $ | | |||||||||||
| Exercisable at June 30, 2026 | | $ | | | $ | | ||||||||||
| Options | Wgtd. Avg. Exercise Price | Wgtd. Avg. Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||
| Outstanding at December 31, 2024 | | $ | | |||||||||||||
| Options granted | | | ||||||||||||||
| Options exercised | ( | ) | | |||||||||||||
| Options forfeited | | | ||||||||||||||
| Outstanding at June 30, 2025 | | | | $ | | |||||||||||
| Exercisable at June 30, 2025 | | $ | | | $ | | ||||||||||
28
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the
expected term. The fair value of each option is expensed over its vesting period.
There were no
The following table summarizes share information about RSUs for the six months ended June 30, 2026 and 2025:
|
Number of Shares
|
Wgtd. Avg.
Grant Date
Fair Value
|
|||||||
|
Six Months Ended June 30, 2026
|
||||||||
|
Outstanding at December 31, 2025
|
|
$
|
|
|||||
|
Shares granted
|
|
|
||||||
|
Shares vested
|
( |
)
|
|
|||||
|
Shares forfeited
|
( |
)
|
|
|||||
|
End of the period balance
|
|
$
|
|
|||||
|
Number of Shares
|
Wgtd. Avg.
Grant Date
Fair Value
|
|||||||
|
Six Months Ended June 30, 2025
|
||||||||
|
Outstanding at December 31, 2024
|
|
$
|
|
|||||
|
Shares granted
|
|
|
||||||
|
Shares vested
|
( |
)
|
|
|||||
|
Shares forfeited
|
|
|
||||||
|
End of the period balance
|
|
$
|
|
|||||
As of June 30, 2026, there was approximately $5.1 million of unrecognized compensation expense related to 168,296 unvested RSUs and $5,000 of unrecognized compensation expense related to 63,875 unvested and/or unexercised stock options. The RSU expense is expected to be recognized over a weighted average period of 3.58 years, the stock option expense is expected to be recognized over a weighted average period of 0.32 years.
As of June 30, 2025, there was approximately $6.3 million of unrecognized compensation expense related to 231,365 unvested RSUs and $11,000 of unrecognized compensation expense related to 67,625 unvested and/or unexercised stock options. The RSU expense is expected to be recognized over a weighted average period of 1.15 years, the stock option expense is expected to be recognized over a weighted average period of 3.00 years.
29
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 9: Disclosures About Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable
inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
| Level 1 |
Quoted prices in active markets for identical assets or liabilities
|
| Level 2 |
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 3 |
Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities
|
Recurring Measurements
Assets and liabilities measured at fair value on a recurring basis include the following:
Available-for-sale securities: Debt securities classified as available-for-sale, as discussed in Note 4, are reported at fair value utilizing Level 2 inputs. For those debt securities classified as
Level 2, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live
trading levels, trade execution data for similar securities, market consensus prepayments speeds, credit information and the security’s terms and conditions, among other things.
30
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2026 and December 31, 2025 (dollars in thousands):
|
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
|
June 30, 2026
|
||||||||||||||||
|
Collateral-dependent loans
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
December 31, 2025
|
||||||||||||||||
|
Collateral-dependent loans
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such
assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Collateral-Dependent Loans, Net of Allowance for Credit Losses
The estimated fair value of collateral-dependent loans is based on fair value, less estimated cost to sell. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy.
The Company considers appraisal analysis as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Values of the collateral underlying
collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by executive management and loan administration. Values are reviewed for accuracy and consistency by executive
management and loan administration. The ultimate collateral values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.
31
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Unobservable (Level 3) Inputs
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements at June 30, 2026 and December 31, 2025 (dollars in thousands):
Fair Value
|
Valuation
Technique
|
Unobservable
Inputs
|
|||||
|
June 30, 2026
|
|
||||||
|
Collateral-dependent loans
|
$ |
Estimated cash to be received pending liquidation of collateral
|
Estimated cost to sell
|
||||
| |
|
||||||
|
December 31, 2025
|
|
||||||
|
Collateral-dependent loans
|
$ |
Estimated cash to be received pending liquidation of collateral
|
Estimated cost to sell
|
||||
The following table presents estimated fair values of the Company’s financial instruments not recorded at fair value at June 30, 2026 and December 31, 2025 (dollars in thousands):
|
Carrying
Amount
|
Fair Value Measurements
|
|||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||||
|
June 30, 2026
|
||||||||||||||||||||
|
Financial Assets
|
||||||||||||||||||||
|
Cash and due from banks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Interest-bearing time deposits in other banks
|
|
|
|
|
|
|||||||||||||||
|
Loans, net
|
|
|
|
|
|
|||||||||||||||
|
Loans held for sale
|
|
|
|
|
|
|||||||||||||||
|
Nonmarketable equity securities
|
|
|
|
|
|
|||||||||||||||
|
Interest receivable
|
|
|
|
|
|
|||||||||||||||
|
Financial Liabilities
|
||||||||||||||||||||
|
Deposits
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Interest payable
|
|
|
|
|
|
|||||||||||||||
|
December 31, 2025
|
||||||||||||||||||||
|
Financial Assets
|
||||||||||||||||||||
|
Cash and due from banks
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Interest-bearing time deposits in other banks
|
|
|
|
|
|
|||||||||||||||
|
Loans, net
|
|
|
|
|
|
|||||||||||||||
|
Loans held for sale
|
|
|
|
|
|
|||||||||||||||
|
Nonmarketable equity securities
|
|
|
|
|
|
|||||||||||||||
|
Interest receivable
|
|
|
|
|
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Financial Liabilities
|
||||||||||||||||||||
|
Deposits
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Interest payable
|
|
|
|
|
|
|||||||||||||||
32
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value:
Cash and Due from Banks, Interest-Bearing Time Deposits in Other Banks, Nonmarketable Equity Securities, Interest Receivable, Interest Payable
The carrying amount approximates fair value.
Loans
The Company determines fair value of loans by using exit market price assumptions including factors such as liquidity, credit quality and risk of nonperformance. The fair value is estimated by discounting the future cash flows using the
market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation
allowance by charges to income. Because these loans are typically sold shortly after origination, their carrying value generally approximates fair value.
Deposits
Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount of these deposits approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted
cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.
Commitments to Extend Credit, Lines of Credit and Standby Letters of Credit
The fair values of unfunded commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The
fair values of standby letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The
estimated fair values of the Company’s commitments to extend credit, lines of credit and standby letters of credit were not material at June 30, 2026 and December 31, 2025.
33
Table of Contents
Bank7 Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 10: Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying consolidated balance sheets. The following summarizes those financial instruments with contract amounts representing credit risk as of June 30, 2026 and December 31, 2025 (dollars in thousands):
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Commitments to extend credit
|
$
|
|
$
|
|
||||
|
Financial and performance standby letters of credit
|
|
|
||||||
|
$
|
|
$
|
|
|||||
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Each instrument generally has fixed expiration dates or other termination clauses. Since many
of the instruments are expected to expire without being drawn upon, total commitments to extend credit amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary, by the Company upon extension of credit is based on management’s credit evaluation of the customer. Standby letters of credit are irrevocable conditional commitments issued by the
Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
The reserve for unfunded loan commitments totaled $464,000
Note 11: Concentrations
GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for credit losses are reflected in Note 5 regarding
loans.
As of June 30, 2026, hospitality loans were 18.2 % of gross total loans with outstanding balances of $290.9 million and unfunded commitments of $16.6 million; energy loans were 8.1 % of gross total loans with outstanding balances of $130.3 million and unfunded commitments of $79.3 million.
34
Table of Contents
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this
Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025.
Unless the context indicates otherwise, references in this management’s discussion and analysis to “we,” “our,” and “us,” refer to Bank7 Corp. and its consolidated
subsidiaries. All references to “the Bank” refer to Bank7, our wholly owned subsidiary.
General
We are Bank7 Corp., a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate twelve full-service branches in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area and Kansas.
We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed loan and deposit products to meet their financing needs. We intend to grow organically by selectively opening additional branches in
our target markets and we will also pursue strategic acquisitions.
As a bank holding company, we generate most of our revenue from interest income on loans and from short-term investments. The primary source of funding for our loans and short-term investments are
deposits held by our subsidiary, Bank7. We measure our performance by our return on average assets, return on average equity, earnings per share, capital ratios, and efficiency ratio, which is calculated by dividing noninterest expense by the
sum of net interest income on a tax equivalent basis and noninterest income.
Q2 2026 Overview
We reported total loans of $1.60 billion as of June 30, 2026, an increase of $100.0 million, or 6.7%, from June 30, 2025. Total deposits were $1.64 billion as of June 30, 2026, an increase of $43.7
million, or 2.7%, from June 30, 2025.
Income before taxes was $11.0 million, a decrease of $3.7 million, or 25.1%, for the three months ended June 30, 2026 as compared to income before taxes of $14.7
million for the same period in 2025. Income before taxes was $26.8 million, a decrease of $1.6 million, or 5.6%, for the six months ended
June 30, 2026 as compared to income before taxes of $28.4 million for the same period in 2025.
Pre-tax return on average assets and return on average equity was 2.37% and 16.76%, respectively for the three months ended June 30, 2026, as compared to 3.27% and
25.99%, respectively, for the same period in 2025. Pre-tax return on average assets and return on average equity was 2.87% and 20.83%, respectively for the six months ended June 30, 2026, as compared to 3.24% and 25.74%, respectively, for the same period in 2025. Our efficiency ratio for the three
months ended June 30, 2026 was 52.05% as compared to 39.95% for the same period in 2025. Our efficiency ratio for the six months ended June 30, 2026 was 45.18% as compared to 39.44% for the same period in 2025. The increases in the efficiency ratios for the 2026 periods were primarily driven by the disposition
of the Company’s oil and gas assets in the second quarter, which resulted in a $2.1 million pre-tax loss recorded in noninterest expense and a corresponding reduction in oil and gas related noninterest income.
35
Table of Contents
Sale of Oil and Gas Assets
During the second quarter of 2026, management successfully completed its objective to maximize the loan loss recovery related to an oil and gas loan. To refresh memories, in the fourth quarter of 2023, management
expended $16.5 million to acquire certain oil and gas assets. Over the holding period, the Company received cash proceeds from oil and gas sales of $15.0 million, and when that is combined with the final second quarter sale proceeds of $5.2
million, the total cash recovery of $20.2 million exceeds the initial $16.5 million cash outlay by $3.7 million. Over the holding period from the fourth quarter of 2023 through the disposition in the second quarter of 2026, these assets
generated cumulative pre-tax net income of approximately $3.7 million (which includes the $2.1 million non-cash loss on sale recognized in the second quarter), which we believe is the most directly comparable GAAP measure to the non-GAAP cash
summary presented below.
GAAP to Non-GAAP Reconciliation for Oil and Gas Assets (dollars in thousands):
|
Acquisition
Date through
June 30, 2026
|
||||
|
Income before taxes
|
$
|
5,783
|
||
|
Less: Loss on sale of oil and gas assets
|
(2,084
|
)
|
||
|
GAAP Income before taxes
|
$
|
3,699
|
||
|
Add back non-cash expenses:
|
||||
|
Depletion
|
9,134
|
|||
|
Amortization & accretion
|
81
|
|||
|
Loss on sale of oil and gas assets
|
2,084
|
|||
|
Net cash flow from operations (Non-GAAP)
|
$
|
14,998
|
||
|
Remaining accruals to be settled
|
-
|
|||
|
Add: Sales proceeds from final disposition (April 2026)
|
5,164
|
|||
|
Total cash generated by asset (Non-GAAP)
|
$
|
20,162
|
||
|
Less: Initial cash outlay for acquisition (Q4 2023)
|
(16,487
|
)
|
||
|
Net cash returned (Non-GAAP)
|
$
|
3,675
|
||
|
Initial cash outlay for acquisition (Q4 2023)
|
$
|
(16,487
|
)
|
|
|
Cash inflows:
|
||||
|
Net cash receipts from operator statements
|
15,233
|
|||
|
Sales proceeds from minor asset sales (2024)
|
17
|
|||
|
Sales proceeds from final disposition (April 2026)
|
5,164
|
|||
|
Total cash inflows
|
$
|
20,414
|
||
|
Cash outflows:
|
||||
|
Transaction costs and other adjustments
|
(252
|
)
|
||
|
Total Cash outflows
|
$
|
(252
|
)
|
|
|
Net cash returned (Non-GAAP)
|
$
|
3,675
|
||
Net Cash Returned is a non-GAAP financial measure used by management to analyze the cash cycle of this specific investment. This measure has significant limitations and is not a substitute for results prepared in
accordance with U.S. GAAP. It should not be considered in isolation or as an alternative to net income. This measure is reconciled from income before taxes by adding back only the non-cash expenses shown in the table above.
36
Table of Contents
Results of Operations
Net Interest Income and Net Interest Margin
The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets, and the resultant average yields; (ii) average balances, the
total dollar amount of interest expense on interest-bearing liabilities, and the resultant average rates; (iii) net interest income; and (iv) the net interest margin.
|
Net Interest Margin
|
||||||||||||||||||||||||
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||
|
2026
|
2025
|
|||||||||||||||||||||||
|
Average
Balance
|
Interest
Income/
Expense
|
Average
Yield/
Rate
|
Average
Balance
|
Interest
Income/
Expense
|
Average
Yield/
Rate
|
|||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
|
Interest-earning assets:
|
||||||||||||||||||||||||
|
Short-term investments
|
$
|
184,292
|
$
|
1,639
|
3.57
|
%
|
$
|
247,652
|
$
|
2,475
|
4.01
|
%
|
||||||||||||
|
Debt securities, taxable
|
42,166
|
249
|
2.37
|
47,285
|
278
|
2.36
|
||||||||||||||||||
|
Debt securities, tax exempt(1)
|
10,975
|
59
|
2.16
|
12,502
|
63
|
2.02
|
||||||||||||||||||
|
Loans held for sale
|
1,998
|
-
|
-
|
1,987
|
-
|
-
|
||||||||||||||||||
|
Total loans(2)
|
1,588,481
|
28,980
|
7.32
|
1,448,924
|
28,965
|
8.02
|
||||||||||||||||||
|
Total interest-earning assets
|
1,827,912
|
$
|
30,927
|
6.79
|
1,758,350
|
$
|
31,781
|
7.25
|
||||||||||||||||
|
Noninterest-earning assets
|
35,384
|
43,048
|
||||||||||||||||||||||
|
Total assets
|
$
|
1,863,296
|
$
|
1,801,398
|
||||||||||||||||||||
|
Funding sources:
|
||||||||||||||||||||||||
|
Interest-bearing liabilities:
|
||||||||||||||||||||||||
|
Deposits:
|
||||||||||||||||||||||||
|
Transaction accounts
|
$
|
1,003,124
|
$
|
6,721
|
2.69
|
%
|
$
|
1,006,484
|
$
|
7,676
|
3.06
|
%
|
||||||||||||
|
Time deposits
|
262,081
|
2,301
|
3.52
|
236,108
|
2,367
|
4.02
|
||||||||||||||||||
|
Total interest-bearing deposits
|
1,265,205
|
9,022
|
2.86
|
1,242,592
|
10,043
|
3.24
|
||||||||||||||||||
|
Total interest-bearing liabilities
|
1,265,205
|
9,022
|
2.86
|
1,242,592
|
10,043
|
3.24
|
||||||||||||||||||
|
Noninterest-bearing liabilities:
|
||||||||||||||||||||||||
|
Noninterest-bearing deposits
|
325,384
|
321,351
|
||||||||||||||||||||||
|
Other noninterest-bearing liabilities
|
9,157
|
10,471
|
||||||||||||||||||||||
|
Total noninterest-bearing liabilities
|
334,541
|
331,822
|
||||||||||||||||||||||
|
Shareholders’ equity
|
263,550
|
226,984
|
||||||||||||||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
1,863,296
|
$
|
1,801,398
|
||||||||||||||||||||
|
Net interest income
|
$
|
21,905
|
$
|
21,738
|
||||||||||||||||||||
|
Net interest spread
|
3.93
|
%
|
4.01
|
%
|
||||||||||||||||||||
|
Net interest margin
|
4.81
|
%
|
4.96
|
%
|
||||||||||||||||||||
| (1) |
Taxable-equivalent yield of 2.85% as of June 30, 2026, applying a 24.2% effective tax rate.
|
| (2) |
Average loan balances include monthly average nonaccrual loans of $4.7 million and $5.7 million for the three months ended June 30, 2026 and June 30, 2025, respectively.
|
For the second quarter of 2026 compared to the second quarter of 2025:
| - |
Total interest income on loans increased $0 million, or 0.1%, to $29.0 million, due to an increase in the average loan balance of $139.6 million;
|
| - |
Interest income on short-term investments decreased by $0.8 million, driven by a $63.4 million decline in average balances combined with lower yields;
|
| - |
Yields on our total interest-earning assets decreased by 46 basis points to 6.79%, which was driven predominantly by a 70 basis point decline in loan yields, and to a lesser extent, a 44 basis point decrease in yields on short-term
investments; and
|
| - |
Net interest margin was 4.81% compared to 4.96%.
|
37
Table of Contents
|
Net Interest Margin
|
||||||||||||||||||||||||
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2026
|
2025
|
|||||||||||||||||||||||
|
Average
Balance
|
Interest
Income/
Expense
|
Average
Yield/
Rate
|
Average
Balance
|
Interest
Income/
Expense
|
Average
Yield/
Rate
|
|||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
|
Interest-earning assets:
|
||||||||||||||||||||||||
|
Short-term investments
|
$
|
197,098
|
$
|
3,500
|
3.58
|
%
|
$
|
242,876
|
$
|
5,243
|
4.35
|
%
|
||||||||||||
|
Debt securities, taxable
|
42,861
|
499
|
2.35
|
47,957
|
561
|
2.36
|
||||||||||||||||||
|
Debt securities, tax exempt(1)
|
11,013
|
119
|
2.18
|
12,508
|
126
|
2.03
|
||||||||||||||||||
|
Loans held for sale
|
1,991
|
-
|
-
|
1,287
|
-
|
-
|
||||||||||||||||||
|
Total loans(2)
|
1,592,320
|
60,592
|
7.67
|
1,423,776
|
56,293
|
7.97
|
||||||||||||||||||
|
Total interest-earning assets
|
1,845,283
|
$
|
64,710
|
7.07
|
1,728,404
|
$
|
62,223
|
7.26
|
||||||||||||||||
|
Noninterest-earning assets
|
38,323
|
41,511
|
||||||||||||||||||||||
|
Total assets
|
$
|
1,883,606
|
$
|
1,769,915
|
||||||||||||||||||||
|
Funding sources:
|
||||||||||||||||||||||||
|
Interest-bearing liabilities:
|
||||||||||||||||||||||||
|
Deposits:
|
||||||||||||||||||||||||
|
Transaction accounts
|
$
|
1,030,802
|
$
|
13,944
|
2.73
|
%
|
$
|
981,833
|
$
|
14,794
|
3.04
|
%
|
||||||||||||
|
Time deposits
|
263,338
|
4,669
|
3.58
|
236,216
|
4,849
|
4.14
|
||||||||||||||||||
|
Total interest-bearing deposits
|
1,294,140
|
18,613
|
2.90
|
1,218,049
|
19,643
|
3.25
|
||||||||||||||||||
|
Total interest-bearing liabilities
|
1,294,140
|
18,613
|
2.90
|
1,218,049
|
19,643
|
3.25
|
||||||||||||||||||
|
Noninterest-bearing liabilities:
|
||||||||||||||||||||||||
|
Noninterest-bearing deposits
|
320,326
|
318,952
|
||||||||||||||||||||||
|
Other noninterest-bearing liabilities
|
9,335
|
10,228
|
||||||||||||||||||||||
|
Total noninterest-bearing liabilities
|
329,661
|
329,180
|
||||||||||||||||||||||
|
Shareholders’ equity
|
259,805
|
222,686
|
||||||||||||||||||||||
|
Total liabilities and shareholders’ equity
|
$
|
1,883,606
|
$
|
1,769,915
|
||||||||||||||||||||
|
Net interest income
|
$
|
46,097
|
$
|
42,580
|
||||||||||||||||||||
|
Net interest spread
|
4.17
|
%
|
4.01
|
%
|
||||||||||||||||||||
|
Net interest margin
|
5.04
|
%
|
4.97
|
%
|
||||||||||||||||||||
| (1) |
Taxable-equivalent yield of 2.87% as of June 30, 2026, applying a 24.2% effective tax rate.
|
| (2) |
Average loan balances include monthly average nonaccrual loans of $7.4 million and $6.2 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
|
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025:
| - |
Total interest income on loans increased $4.3 million, or 7.6%, to $60.6 million, due to an increase in the average loan balance of $168.5 million;
|
| - |
Interest income on short-term investments decreased by $1.7 million, driven by a $45.8 million decline in average balances combined with lower yields;
|
| - |
Yields on our total interest-earning assets decreased by 19 basis points to 7.07%, which was driven predominantly by a 30 basis point decline in loan yields, and to a lesser extent, a 77 basis point decrease in yields on short-term
investments; and
|
| - |
Net interest margin was 5.04% compared to 4.97%.
|
38
Table of Contents
Increases and decreases in interest income and interest expense result from changes in average balances, or volume, of interest-earning assets and interest-bearing liabilities, as well as changes in average
interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in
volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume).
|
Analysis of Changes in Interest Income and Expenses
|
||||||||||||
|
For the Three Months Ended
June 30, 2026 vs 2025
|
||||||||||||
|
Change due to:
|
||||||||||||
|
Volume(1)
|
Rate(1)
|
Interest
Variance
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||
|
Increase (decrease) in interest income:
|
||||||||||||
|
Short-term investments
|
$
|
(633
|
)
|
$
|
(203
|
)
|
$
|
(836
|
)
|
|||
|
Debt securities
|
(38
|
)
|
5
|
(33
|
)
|
|||||||
|
Total loans
|
2,790
|
(2,775
|
)
|
15
|
||||||||
|
Total increase (decrease) in interest income
|
2,119
|
(2,973
|
)
|
(854
|
)
|
|||||||
|
Increase (decrease) in interest expense:
|
||||||||||||
|
Deposits:
|
||||||||||||
|
Transaction accounts
|
(26
|
)
|
(929
|
)
|
(955
|
)
|
||||||
|
Time deposits
|
260
|
(326
|
)
|
(66
|
)
|
|||||||
|
Total interest-bearing deposits
|
234
|
(1,255
|
)
|
(1,021
|
)
|
|||||||
|
Total increase (decrease) in interest expense
|
234
|
(1,255
|
)
|
(1,021
|
)
|
|||||||
|
Increase (decrease) in net interest income
|
$
|
1,885
|
$
|
(1,718
|
)
|
$
|
167
|
|||||
|
Analysis of Changes in Interest Income and Expenses
|
||||||||||||
|
For the Six Months Ended
June 30, 2026 vs 2025
|
||||||||||||
|
Change due to:
|
||||||||||||
|
Volume(1)
|
Rate(1)
|
Interest
Variance
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||
|
Increase (decrease) in interest income:
|
||||||||||||
|
Short-term investments
|
$
|
(988
|
)
|
$
|
(755
|
)
|
$
|
(1,743
|
)
|
|||
|
Debt securities
|
(75
|
)
|
6
|
(69
|
)
|
|||||||
|
Total loans
|
6,664
|
(2,365
|
)
|
4,299
|
||||||||
|
Total increase (decrease) in interest income
|
5,601
|
(3,114
|
)
|
2,487
|
||||||||
|
Increase (decrease) in interest expense:
|
||||||||||||
|
Deposits:
|
||||||||||||
|
Transaction accounts
|
738
|
(1,588
|
)
|
(850
|
)
|
|||||||
|
Time deposits
|
557
|
(737
|
)
|
(180
|
)
|
|||||||
|
Total interest-bearing deposits
|
1,295
|
(2,325
|
)
|
(1,030
|
)
|
|||||||
|
Total increase (decrease) in interest expense
|
1,295
|
(2,325
|
)
|
(1,030
|
)
|
|||||||
|
Increase (Decrease) in net interest income
|
$
|
4,306
|
$
|
(789
|
)
|
$
|
3,517
|
|||||
| (1) |
Variances attributable to both volume and rate are allocated on a consistent basis between rate and volume based on the absolute value of the variances in each category.
|
39
Table of Contents
Weighted Average Yield of Debt Securities
The following table summarizes the maturity distribution schedule with corresponding weighted average taxable equivalent yields of the debt securities portfolio at June 30, 2026. The following table presents
securities at their expected maturities, which may differ from contractual maturities. The Company manages its debt securities portfolio for liquidity, as a tool to execute its asset/liability management strategy, and for pledging requirements
for public funds:
|
As of June 30, 2026
|
||||||||||||||||||||||||||||||||||||||||
Within One Year
|
After One Year But
Within Five Years
|
After Five Years But
Within Ten Years
|
After Ten Years
|
Total
|
||||||||||||||||||||||||||||||||||||
|
Amount
|
Yield *
|
Amount
|
Yield *
|
Amount
|
Yield *
|
Amount
|
Yield *
|
Amount
|
Yield *
|
|||||||||||||||||||||||||||||||
|
Available-for-sale
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||||||||
|
Mortgage-backed securities
|
$
|
3,508
|
1.45
|
%
|
$
|
4,355
|
1.37
|
%
|
$
|
1,425
|
1.40
|
%
|
$
|
14,782
|
1.73
|
%
|
$
|
24,070
|
1.61
|
%
|
||||||||||||||||||||
|
State and political subdivisions
|
3,191
|
1.52
|
9,920
|
1.68
|
3,623
|
1.69
|
-
|
-
|
16,734
|
1.65
|
||||||||||||||||||||||||||||||
|
U.S. treasuries
|
992
|
0.97
|
4,592
|
1.10
|
-
|
-
|
-
|
-
|
5,584
|
1.08
|
||||||||||||||||||||||||||||||
|
Corporate debt securities
|
-
|
-
|
-
|
-
|
5,234
|
3.36
|
-
|
-
|
5,234
|
3.36
|
||||||||||||||||||||||||||||||
|
Total
|
$
|
7,691
|
1.42
|
%
|
$
|
18,867
|
1.46
|
%
|
$
|
10,282
|
2.49
|
%
|
$
|
14,782
|
1.73
|
%
|
$
|
51,622
|
1.74
|
%
|
||||||||||||||||||||
|
Percentage of total
|
14.90
|
%
|
36.55
|
%
|
19.92
|
%
|
28.63
|
%
|
100.00
|
%
|
||||||||||||||||||||||||||||||
*Yield is on a taxable-equivalent basis using 21% tax rate
Provision for Credit Losses
There was no provision for credit losses for three and six months ended June 30, 2026 and June 30, 2025.
Income Taxes
We file a consolidated income tax return and recognize deferred taxes based upon the future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. The process
of determining the accruals for income taxes involves the exercise of considerable judgment regarding tax rates, laws, and the implementation of tax planning strategies.
For the three and six months ended June 30, 2026, and 2025, all of our income before income taxes was generated from domestic operations. We do not currently have exposure to foreign tax jurisdictions; as such, our
jurisdictional tax mix remains concentrated within the United States and specific state jurisdictions, primarily Oklahoma.
Our provision for income taxes was $2.7 million for the three months ended June 30, 2026, compared to $3.6 million for same period in 2025. This resulted in an effective tax rate of 24.23% in 2026, compared to 24.49%
in 2025. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the effect of state income taxes (net of federal benefit) and nondeductible expenses. The year-over-year rate change was primarily driven by
the impact of Oklahoma state taxes and certain nondeductible reconciling items. Cash taxes paid for the three months ended June 30, 2026 and 2025 totaled $6.1 million and $7.2 million, respectively, reflecting our domestic jurisdictional
profile and the timing of estimated tax payments.
Our provision for income taxes was $6.5 million for the six months ended June 30, 2026, compared to $7.0 million for the same period in 2025. This resulted in an effective tax rate of 24.16% in 2026, compared to
24.56% in 2025. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the effect of state income taxes (net of federal benefit) and nondeductible expenses. The year-over-year rate change was primarily
driven by the impact of Oklahoma state taxes and certain nondeductible reconciling items. Cash taxes paid for the six months ended June 30, 2026 and 2025 totaled $6.1 million and $7.2 million, respectively, reflecting our domestic
jurisdictional profile and the timing of estimated tax payments.
40
Table of Contents
Noninterest Income
The following tables set forth the major components of our noninterest income for the periods indicated:
|
For the Three Months Ended
|
||||||||||||||||
|
June 30,
|
||||||||||||||||
|
2026
|
2025
|
$ Increase
(Decrease)
|
% Increase
(Decrease)
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Noninterest income:
|
||||||||||||||||
|
Mortgage lending income
|
$
|
476
|
$
|
520
|
$
|
(44
|
)
|
-8.46
|
%
|
|||||||
|
Service charges on deposit accounts
|
215
|
232
|
(17
|
)
|
-7.33
|
%
|
||||||||||
|
Other income and fees
|
311
|
1,949
|
(1,638
|
)
|
-84.04
|
%
|
||||||||||
|
Total noninterest income
|
$
|
1,002
|
$
|
2,701
|
$
|
(1,699
|
)
|
-62.90
|
%
|
|||||||
Noninterest income for the three months ended June 30, 2026 was $1.0 million compared to $2.7 million for the same period in 2025, a decrease of $1.7 million, or 62.9%. The decrease was primarily driven by a $1.6 million decline in ‘Other
income and fees’, which was attributable to the absence of oil and gas related revenues during the second quarter of 2026 following the disposition of the Company’s oil and gas assets. For comparison, the Company recognized $1.6 million of oil
and gas related revenues during the same period in 2025.
|
For the Six Months Ended
|
||||||||||||||||
|
June 30,
|
||||||||||||||||
|
2026
|
2025
|
$ Increase
(Decrease)
|
% Increase
(Decrease)
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Noninterest income:
|
||||||||||||||||
|
Mortgage lending income
|
$
|
851
|
$
|
610
|
$
|
241
|
39.51
|
%
|
||||||||
|
Service charges on deposit accounts
|
464
|
450
|
14
|
3.11
|
%
|
|||||||||||
|
Other income and fees
|
1,653
|
3,396
|
(1,743
|
)
|
-51.33
|
%
|
||||||||||
|
Total noninterest income
|
$
|
2,968
|
$
|
4,456
|
$
|
(1,488
|
)
|
-33.39
|
%
|
|||||||
Noninterest income for the six months ended June 30, 2026 was $3.0 million compared to $4.5 million for the same period in 2025, a decrease of $1.5 million, or 33.4%. The decrease was primarily driven by a $1.7 million decline in ‘Other
income and fees’, which was largely attributable to a reduction in oil and gas related revenues following the disposition of the Company’s oil and gas assets early in the second quarter of 2026. The Company recognized $0.9 million of oil and
gas related revenues during the six months ended June 30, 2026, compared to $2.7 million for the same period in 2025.
41
Table of Contents
Noninterest Expense
The following tables set forth the major components of our noninterest expense for the periods indicated:
|
For the Three Months Ended
|
||||||||||||||||
|
June 30,
|
||||||||||||||||
|
2026
|
2025
|
$ Increase
(Decrease)
|
% Increase
(Decrease)
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Noninterest expense:
|
||||||||||||||||
|
Salaries and employee benefits
|
$
|
6,196
|
$
|
5,721
|
$
|
475
|
8.30
|
%
|
||||||||
|
Furniture and equipment
|
422
|
361
|
61
|
16.90
|
%
|
|||||||||||
|
Occupancy
|
724
|
630
|
94
|
14.92
|
%
|
|||||||||||
|
Data and item processing
|
546
|
590
|
(44
|
)
|
-7.46
|
%
|
||||||||||
|
Accounting, marketing, and legal fees
|
437
|
158
|
279
|
176.58
|
%
|
|||||||||||
|
Regulatory assessments
|
259
|
213
|
46
|
21.60
|
%
|
|||||||||||
|
Advertising and public relations
|
98
|
223
|
(125
|
)
|
-56.05
|
%
|
||||||||||
|
Travel, lodging and entertainment
|
104
|
121
|
(17
|
)
|
-14.05
|
%
|
||||||||||
|
Other expense
|
3,106
|
1,715
|
1,391
|
81.11
|
%
|
|||||||||||
|
Total noninterest expense
|
$
|
11,892
|
$
|
9,732
|
$
|
2,160
|
22.19
|
%
|
||||||||
Noninterest expense for the three months ended June 30, 2026 was $11.9 million compared to $9.7 million for the same period in 2025, an increase of $2.2 million, or 22.2%. Salaries and employee benefits expense was $6.2 million for the three
months ended June 30, 2026 compared to $5.7 million for the same period in 2025, an increase of $0.5 million, or 8.3%. The increase in salaries and employee benefits was primarily attributable to overall increases in compensation tied to
Company performance and efforts to effectively compete for executive and non-executive talent. Additionally, ‘Other expense’ increased by $1.4 million, which was primarily driven by a $2.1 million pre-tax loss recognized on the disposition of
the Company’s oil and gas assets during the second quarter of 2026.
|
For the Six Months Ended
|
||||||||||||||||
|
June 30,
|
||||||||||||||||
|
2026
|
2025
|
$ Increase
(Decrease)
|
% Increase
(Decrease)
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Noninterest expense:
|
||||||||||||||||
|
Salaries and employee benefits
|
$
|
12,527
|
$
|
11,000
|
$
|
1,527
|
13.88
|
%
|
||||||||
|
Furniture and equipment
|
763
|
612
|
151
|
24.67
|
%
|
|||||||||||
|
Occupancy
|
1,410
|
1,222
|
188
|
15.38
|
%
|
|||||||||||
|
Data and item processing
|
1,089
|
1,100
|
(11
|
)
|
-1.00
|
%
|
||||||||||
|
Accounting, marketing, and legal fees
|
1,022
|
263
|
759
|
288.59
|
%
|
|||||||||||
|
Regulatory assessments
|
518
|
297
|
221
|
74.41
|
%
|
|||||||||||
|
Advertising and public relations
|
270
|
417
|
(147
|
)
|
-35.25
|
%
|
||||||||||
|
Travel, lodging and entertainment
|
174
|
177
|
(3
|
)
|
-1.69
|
%
|
||||||||||
|
Other expense
|
4,456
|
3,528
|
928
|
26.30
|
%
|
|||||||||||
|
Total noninterest expense
|
$
|
22,229
|
$
|
18,616
|
$
|
3,613
|
19.41
|
%
|
||||||||
Noninterest expense for the six months ended June 30, 2026 was $22.2 million compared to $18.6 million for the same period in 2025, an increase of $3.6 million, or 19.4%. Salaries and employee benefits expense was $12.5 million for the six
months ended June 30, 2026 compared to $11.0 million for the same period in 2025, an increase of $1.5 million, or 13.9%. The increase in salaries and employee benefits was primarily attributable to overall increases in compensation tied to
Company performance and efforts to effectively compete for executive and non-executive talent. Additionally, ‘Other expense’ increased by $0.9 million, which was primarily driven by a $2.1 million pre-tax loss recognized on the disposition of
the Company’s oil and gas assets during the second quarter of 2026.
42
Table of Contents
Financial Condition
The following discussion of our financial condition compares June 30, 2026 and December 31, 2025.
Total Assets
Total assets decreased $49.3 million, or 2.5%, to $1.91 billion as of June 30, 2026, compared to $1.96 billion as of December 31, 2025.
Loan Portfolio
Our loans represent the largest portion of our earning assets. The quality and diversification of the loan portfolio is an important consideration when reviewing our financial condition. As of June 30, 2026, and
December 31, 2025, our gross loans were $1.60 billion and $1.61 billion, respectively.
The following table presents the balance and associated percentage of each major category in our loan portfolio as of June 30, 2026 and December 31, 2025:
|
As of June 30,
|
As of December 31,
|
|||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
Amount
|
% of Total
|
Amount
|
% of Total
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Construction & development
|
$
|
235,084
|
14.7
|
%
|
$
|
224,566
|
14.0
|
%
|
||||||||
|
1-4 family real estate
|
136,488
|
8.5
|
%
|
126,122
|
7.8
|
%
|
||||||||||
|
Commercial real estate - other
|
598,777
|
37.5
|
%
|
587,597
|
36.5
|
%
|
||||||||||
|
Total commercial real estate
|
970,349
|
60.7
|
%
|
938,285
|
58.3
|
%
|
||||||||||
|
Commercial & industrial
|
543,213
|
33.9
|
%
|
567,280
|
35.2
|
%
|
||||||||||
|
Agricultural
|
73,975
|
4.6
|
%
|
90,908
|
5.7
|
%
|
||||||||||
|
Consumer
|
12,600
|
0.8
|
%
|
12,894
|
0.8
|
%
|
||||||||||
|
Gross loans
|
1,600,137
|
100.0
|
%
|
1,609,367
|
100.0
|
%
|
||||||||||
|
Less: unearned income, net
|
(2,787
|
)
|
(2,936
|
)
|
||||||||||||
|
Total Loans, net of unearned income
|
1,597,350
|
1,606,431
|
||||||||||||||
|
Less: Allowance for credit losses
|
(19,512
|
)
|
(19,407
|
)
|
||||||||||||
|
Net loans
|
$
|
1,577,838
|
$
|
1,587,024
|
||||||||||||
We have established internal concentration limits in the loan portfolio for CRE loans, hospitality loans, energy loans, and construction loans, among others. All loan types are within our established limits. We use underwriting guidelines to
assess each borrower’s historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending to allow us to react to
a borrower’s deteriorating financial condition, should that occur. Discussion of credit risk as it relates to commercial lending, which is primarily comprised of hospitality and energy loans, is discussed under Item 1A. Risk Factors on our most
recent Annual Report on Form 10-K.
43
Table of Contents
The following tables show the contractual maturities of our gross loans as of the periods below:
|
As of June 30, 2026
|
|||||||||||||||||||||||||||||
Due in One Year or Less
|
Due after One Year
Through Five Years
|
Due after Five Years
Through Fifteen Years
|
Due after Fifteen Years
|
||||||||||||||||||||||||||
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Total
|
|||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
|
Construction & development
|
$
|
10,180
|
$
|
150,984
|
$
|
1,540
|
$
|
70,902
|
$
|
-
|
$
|
437
|
$
|
1,041
|
$
|
-
|
$
|
235,084
|
|||||||||||
|
1-4 family real estate
|
8,795
|
28,225
|
29,504
|
62,114
|
721
|
5,320
|
1,809
|
-
|
136,488
|
||||||||||||||||||||
|
Commercial real estate - other
|
34,194
|
99,679
|
37,846
|
386,461
|
132
|
35,942
|
4,523
|
-
|
598,777
|
||||||||||||||||||||
|
Total commercial real estate
|
53,169
|
278,888
|
68,890
|
519,477
|
853
|
41,699
|
7,373
|
-
|
970,349
|
||||||||||||||||||||
|
Commercial & industrial
|
46,443
|
230,154
|
13,271
|
203,975
|
307
|
49,063
|
-
|
-
|
543,213
|
||||||||||||||||||||
|
Agricultural
|
27,697
|
23,018
|
5,111
|
16,090
|
79
|
1,187
|
793
|
-
|
73,975
|
||||||||||||||||||||
|
Consumer
|
2,235
|
4
|
4,646
|
266
|
710
|
3,529
|
1,210
|
-
|
12,600
|
||||||||||||||||||||
|
Gross loans
|
$
|
129,544
|
$
|
532,064
|
$
|
91,918
|
$
|
739,808
|
$
|
1,949
|
$
|
95,478
|
$
|
9,376
|
$
|
-
|
$
|
1,600,137
|
|||||||||||
|
As of December 31, 2025
|
|||||||||||||||||||||||||||||
Due in One Year or Less
|
Due after One Year
Through Five Years
|
Due after Five Years
Through Fifteen Years
|
Due after Fifteen Years
|
||||||||||||||||||||||||||
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Fixed
Rate
|
Adjustable
Rate
|
Total
|
|||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
|
Construction & development
|
$
|
638
|
$
|
116,658
|
$
|
10,497
|
$
|
95,444
|
$
|
-
|
$
|
399
|
$
|
930
|
$
|
-
|
$
|
224,566
|
|||||||||||
|
1-4 family real estate
|
7,281
|
21,031
|
32,503
|
56,599
|
775
|
5,533
|
2,400
|
-
|
126,122
|
||||||||||||||||||||
|
Commercial real estate - other
|
22,817
|
41,301
|
66,266
|
412,436
|
139
|
38,515
|
6,123
|
-
|
587,597
|
||||||||||||||||||||
|
Total commercial real estate
|
30,736
|
178,990
|
109,266
|
564,479
|
914
|
44,447
|
9,453
|
-
|
938,285
|
||||||||||||||||||||
|
Commercial & industrial
|
47,266
|
293,406
|
14,097
|
173,586
|
107
|
38,246
|
572
|
-
|
567,280
|
||||||||||||||||||||
|
Agricultural
|
31,633
|
10,926
|
6,560
|
37,162
|
-
|
3,253
|
1,374
|
-
|
90,908
|
||||||||||||||||||||
|
Consumer
|
1,747
|
2
|
4,866
|
258
|
806
|
3,714
|
1,501
|
-
|
12,894
|
||||||||||||||||||||
|
Gross loans
|
$
|
111,382
|
$
|
483,324
|
$
|
134,789
|
$
|
775,485
|
$
|
1,827
|
$
|
89,660
|
$
|
12,900
|
$
|
-
|
$
|
1,609,367
|
|||||||||||
Allowance for Credit Losses
The allowance is based on management’s estimate of probable losses in the loan portfolio. In the opinion of management, the allowance is adequate to absorb estimated losses in the portfolio as of each balance sheet date. While management
uses available information to analyze losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process,
periodically review the Company’s allowance. In analyzing the adequacy of the allowance, a comprehensive loan grading system to determine risk potential in loans is utilized together with the results of internal credit reviews.
To determine the adequacy of the allowance, the loan portfolio is broken into segments based on loan type. Historical loss experience factors by segment, adjusted for changes in trends and conditions, are used to determine an indicated
allowance for each portfolio segment. These factors are evaluated and updated based on the composition of the specific loan segment. Other considerations include volumes and trends of delinquencies, nonaccrual loans, levels of bankruptcies,
criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk and the experience and abilities of our lending personnel. In addition to
the segment evaluations, impaired substandard loans with a balance of $250,000 or more are individually evaluated based on facts and circumstances of the loan to determine if a specific allowance amount may be necessary. Specific allowances may
also be established for loans whose outstanding balances are below the $250,000 threshold when it is determined that the risk associated with the loan differs significantly from the risk factor amounts established for its loan segment.
The allowance was $19.5 million at June 30, 2026, compared to $19.4 million at December 31, 2025.
44
Table of Contents
The following table provides an analysis of the activity in our allowance for the periods indicated:
|
For the Six Months Ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
(Dollars in thousands)
|
||||||||
|
Balance at beginning of the period
|
$
|
19,407
|
$
|
17,918
|
||||
|
Provision for credit losses for loans
|
-
|
-
|
||||||
|
Charge-offs:
|
||||||||
|
Construction & development
|
-
|
-
|
||||||
|
1-4 family real estate
|
-
|
-
|
||||||
|
Commercial real estate - other
|
-
|
(197
|
)
|
|||||
|
Commercial & industrial
|
-
|
-
|
||||||
|
Agricultural
|
-
|
-
|
||||||
|
Consumer
|
-
|
(3
|
)
|
|||||
|
Total charge-offs
|
-
|
(200
|
)
|
|||||
|
Recoveries:
|
||||||||
|
Construction & development
|
-
|
-
|
||||||
|
1-4 family real estate
|
-
|
-
|
||||||
|
Commercial real estate - other
|
43
|
17
|
||||||
|
Commercial & industrial
|
60
|
480
|
||||||
|
Agricultural
|
-
|
4
|
||||||
|
Consumer
|
2
|
3
|
||||||
|
Total recoveries
|
105
|
504
|
||||||
|
Net recoveries (charge-offs)
|
105
|
304
|
||||||
|
Balance at end of the period
|
$
|
19,512
|
$
|
18,222
|
||||
|
Net recoveries (charge-offs) to average loans
|
0.01
|
%
|
0.04
|
%
|
||||
While the entire allowance is available to absorb losses from any and all loans, the following table represents management’s allocation of the allowance by loan category, and the percentage of allowance in each category, for the periods
indicated:
|
As of June 30,
|
As of December 31,
|
|||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
|
Construction & development
|
$
|
1,203
|
6.2
|
%
|
$
|
1,222
|
6.3
|
%
|
||||||||
|
1-4 family real estate
|
975
|
5.0
|
%
|
964
|
5.0
|
%
|
||||||||||
|
Commercial real estate - other
|
6,487
|
33.2
|
%
|
6,855
|
35.3
|
%
|
||||||||||
|
Commercial & industrial
|
10,098
|
51.8
|
%
|
9,369
|
48.2
|
%
|
||||||||||
|
Agricultural
|
394
|
2.0
|
%
|
612
|
3.2
|
%
|
||||||||||
|
Consumer
|
355
|
1.8
|
%
|
385
|
2.0
|
%
|
||||||||||
|
Total
|
$
|
19,512
|
100.0
|
%
|
$
|
19,407
|
100.0
|
%
|
||||||||
45
Table of Contents
Nonaccrual Loans and Nonperforming Assets
Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which the accrual of
interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable
doubt as to collectability of the obligation. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on a nonaccrual loan is subsequently recognized
only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is probable.
Loans are evaluated for expected credit losses over their contractual term, reflecting management’s current estimate. Loans placed on nonaccrual status and loan modifications
granted to borrowers experiencing financial difficulty are considered to have elevated credit risk and are carefully considered within our current expected credit loss methodology. Depending on a particular loan’s risk characteristics, we estimate
expected credit losses using methods such as present value of expected future cash flows discounted at the loan’s effective interest rate, observable market prices for similar assets if available, or the fair value of collateral less estimated
costs to sell for collateral-dependent loans. A loan is considered collateral-dependent when the expected source of repayment is primarily the liquidation of the collateral. Fair value, where utilized, is determined by independent appraisals,
typically on an annual basis. Between appraisal periods, the estimated fair value may be adjusted based on specific events, such as identified deterioration of collateral quality through our credit risk monitoring, or discussions with the borrower
indicating the appraised value may no longer reflect current market conditions. The estimated credit losses are recognized as an allowance for credit losses, which is a valuation account. Changes in the allowance for credit losses, whether
increases or decreases, are recorded in current period earnings as provision for credit losses.
Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned, or OREO, until sold, and is initially recorded at fair value less costs to sell when
acquired, establishing a new cost basis.
Nonperforming loans include nonaccrual loans and loans past due 90 days or more and still accruing interest. Nonperforming assets consist of nonperforming loans plus OREO. Loans
accounted for on a nonaccrual basis were $6.3 million as of June 30, 2026, and $6.5 million as of December 31, 2025. OREO was $464,000, and $461,000 as of June 30, 2026, and December 31, 2025, respectively.
The following table presents information regarding nonperforming assets as of the dates indicated:
|
|
As of
June 30, 2026 |
As of
December 31, 2025 |
||||||
|
|
(Dollars in thousands)
|
|||||||
|
Nonaccrual loans(1)
|
$
|
6,295
|
$
|
6,460
|
||||
|
Accruing loans 90 or more days past due
|
-
|
-
|
||||||
|
Total nonperforming assets(2)
|
$
|
6,295
|
$
|
6,460
|
||||
|
Ratio of nonperforming loans to total loans
|
0.39
|
%
|
0.40
|
%
|
||||
|
Ratio of nonaccrual loans to total loans
|
0.39
|
%
|
0.40
|
%
|
||||
|
Ratio of allowance for credit losses to total loans
|
1.22
|
%
|
1.21
|
%
|
||||
|
Ratio of allowance for credit losses to nonaccrual loans
|
309.96
|
%
|
300.42
|
%
|
||||
|
Ratio of nonperforming assets to total assets
|
0.33
|
%
|
0.33
|
%
|
||||
(1) Includes nonaccrual financial difficulty modifications of $1.1 and $0 million as of June 30, 2026 and December 31, 2025, respectively. See note 5 of the financial statements.
(2) Excludes OREO of $464,000, and $461,000 as of June 30, 2026 and December 31, 2025, respectively, as the balances are not considered material for separate disclosure.
(2) Excludes OREO of $464,000, and $461,000 as of June 30, 2026 and December 31, 2025, respectively, as the balances are not considered material for separate disclosure.
46
Table
of Contents
The following tables present an aging analysis of loans as of the dates indicated:
|
|
As of June 30, 2026
|
|||||||||||||||||||||||||||
|
|
Loans 30-59
days past
due
|
Loans 60-89
days past
due
|
Loans 90+
days past
due
|
Loans 90+
days past
due and
accruing
|
Total past due
loans
|
Current
|
Gross loans
|
|||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||
|
Construction & development
|
$
|
-
|
$
|
77
|
$
|
-
|
$
|
-
|
$
|
77
|
$
|
235,007
|
$
|
235,084
|
||||||||||||||
|
1-4 family real estate
|
-
|
38
|
-
|
-
|
38
|
136,450
|
136,488
|
|||||||||||||||||||||
|
Commercial real estate - other
|
6,862
|
-
|
-
|
-
|
6,862
|
591,915
|
598,777
|
|||||||||||||||||||||
|
Commercial & industrial
|
532
|
-
|
-
|
-
|
532
|
542,681
|
543,213
|
|||||||||||||||||||||
|
Agricultural
|
-
|
-
|
-
|
-
|
-
|
73,975
|
73,975
|
|||||||||||||||||||||
|
Consumer
|
-
|
-
|
-
|
-
|
-
|
12,600
|
12,600
|
|||||||||||||||||||||
|
Total
|
$
|
7,394
|
$
|
115
|
$
|
-
|
$
|
-
|
$
|
7,509
|
$
|
1,592,628
|
$
|
1,600,137
|
||||||||||||||
|
|
As of December 31, 2025
|
|||||||||||||||||||||||||||
|
|
Loans 30-59
days past
due
|
Loans 60-89
days past
due
|
Loans 90+
days past
due
|
Loans 90+
days past
due and
accruing
|
Total Past
Due Loans
|
Current
|
Gross loans
|
|||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||
|
Construction & development
|
$
|
79
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
79
|
$
|
224,487
|
$
|
224,566
|
||||||||||||||
|
1-4 family real estate
|
47
|
-
|
-
|
-
|
47
|
126,075
|
126,122
|
|||||||||||||||||||||
|
Commercial real estate - other
|
-
|
1,423
|
-
|
-
|
1,423
|
586,174
|
587,597
|
|||||||||||||||||||||
|
Commercial & industrial
|
1,702
|
80
|
3,429
|
-
|
5,211
|
562,069
|
567,280
|
|||||||||||||||||||||
|
Agricultural
|
-
|
-
|
-
|
-
|
-
|
90,908
|
90,908
|
|||||||||||||||||||||
|
Consumer
|
30
|
-
|
-
|
-
|
30
|
12,864
|
12,894
|
|||||||||||||||||||||
|
Total
|
$
|
1,858
|
$
|
1,503
|
$
|
3,429
|
$
|
-
|
$
|
6,790
|
$
|
1,602,577
|
$
|
1,609,367
|
||||||||||||||
47
Table
of Contents
In addition to the past due and nonaccrual criteria, we also evaluate loans according to our internal risk grading system. Loans are segregated between pass, watch, special mention, and substandard categories. The
definitions of those categories are as follows:
Pass: These loans generally conform to Bank policies, are characterized by policy-conforming advance rates on collateral, and have well-defined repayment sources. In addition,
these credits are extended to borrowers and guarantors with a strong balance sheet and either substantial liquidity or a reliable income history.
Watch: These loans are still considered “Pass” credits; however, various factors such as industry stress, material changes in cash flow or financial conditions, or
deficiencies in loan documentation, or other risk issues determined by the lending officer, Commercial Loan Committee or Credit Quality Committee warrant a heightened sense and frequency of monitoring.
Special mention: These loans have observable weaknesses or evidence of imprudent handling or structural issues. The weaknesses require close attention, and the remediation of
those weaknesses is necessary. No risk of probable loss exists. Credits in this category are expected to quickly migrate to “Watch” or “Substandard” as this is viewed as a transitory loan grade.
Substandard: These loans are not adequately protected by the sound worth and debt service capacity of the borrower, but may be well-secured. The loans have defined weaknesses
relative to cash flow, collateral, financial condition or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated.
Outstanding loan balances categorized by internal risk grades as of the periods indicated are summarized as follows:
|
|
As of June 30, 2026
|
|||||||||||||||||||
|
Pass
|
Watch
|
Special
mention
|
Substandard
|
Total
|
||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Construction & development
|
$
|
232,118
|
$
|
-
|
$
|
-
|
$
|
2,966
|
$
|
235,084
|
||||||||||
|
1-4 family real estate
|
136,488
|
-
|
-
|
-
|
136,488
|
|||||||||||||||
|
Commercial real estate - other
|
572,512
|
17,814
|
6,862
|
1,589
|
598,777
|
|||||||||||||||
|
Commercial & industrial
|
498,095
|
38,500
|
5,011
|
1,607
|
543,213
|
|||||||||||||||
|
Agricultural
|
71,034
|
-
|
-
|
2,941
|
73,975
|
|||||||||||||||
|
Consumer
|
12,600
|
-
|
-
|
-
|
12,600
|
|||||||||||||||
|
Total
|
$
|
1,522,847
|
$
|
56,314
|
$
|
11,873
|
$
|
9,103
|
$
|
1,600,137
|
||||||||||
|
|
As of December 31, 2025
|
|||||||||||||||||||
|
|
Pass
|
Watch
|
Special
mention
|
Substandard
|
Total
|
|||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Construction & development
|
$
|
222,688
|
$
|
-
|
$
|
1,323
|
$
|
555
|
$
|
224,566
|
||||||||||
|
1-4 family real estate
|
126,122
|
-
|
-
|
-
|
126,122
|
|||||||||||||||
|
Commercial real estate - other
|
561,134
|
18,077
|
6,893
|
1,493
|
587,597
|
|||||||||||||||
|
Commercial & industrial
|
505,252
|
37,285
|
18,908
|
5,835
|
567,280
|
|||||||||||||||
|
Agricultural
|
87,129
|
-
|
3,779
|
-
|
90,908
|
|||||||||||||||
|
Consumer
|
12,894
|
-
|
-
|
-
|
12,894
|
|||||||||||||||
|
Total
|
$
|
1,515,219
|
$
|
55,362
|
$
|
30,903
|
$
|
7,883
|
$
|
1,609,367
|
||||||||||
48
Table
of Contents
Deposits
We gather deposits primarily through our twelve branch locations and online through our website. We offer a variety of deposit products including demand deposit accounts and interest-bearing products, such as savings
accounts and certificates of deposit. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production cross-selling, customer referrals, marketing efforts and various involvement with community networks.
To manage liquidity and provide expanded FDIC insurance for customer funds, we participate in reciprocal deposit programs, including the Certificate of Deposit Account Registry Service (“CDARS”) and the Insured Cash Sweep (“ICS”) service. These
programs place customer funds into multiple accounts, each under the standard FDIC insurance maximum of $250,000, at a network of banks across the United States. We also participate in the One-Way Buy ICS service and similar services, which provide
for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements.
Of our interest-bearing deposits, some were obtained through brokered transactions. As of June 30, 2026 and December 31, 2025, brokered deposits were $135.2 million, and $205.6 million, respectively. Reciprocal
deposits totaled $570.8 million and $576.5 million as of June 30, 2026 and December 31, 2025, respectively.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account
that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits were $389.0 million and $391.7 million as of June 30, 2026 and December
31, 2025, respectively, as calculated per regulatory guidance. These amounts were approximately 23.8% and 23.2% of deposits at June 30, 2026 and December 31, 2025,
respectively.
Total deposits as of June 30, 2026 and December 31, 2025 were $1.64 billion and $1.70 billion, respectively. The following table sets forth deposit balances by certain categories
as of the dates indicated and the percentage of each deposit category to total deposits.
|
|
As of June 30,
|
As of December 31,
|
||||||||||||||
|
|
2026
|
2025
|
||||||||||||||
|
|
Amount
|
Percentage of
Total
|
Amount
|
Percentage of
Total
|
||||||||||||
|
|
||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||
|
Noninterest-bearing demand
|
$
|
329,240
|
20.1
|
%
|
$
|
341,416
|
20.1
|
%
|
||||||||
|
Interest-bearing transaction deposits
|
913,620
|
55.7
|
%
|
1,023,325
|
60.1
|
%
|
||||||||||
|
Savings deposits
|
77,927
|
4.8
|
%
|
92,604
|
5.4
|
%
|
||||||||||
|
Time deposits (less than $250,000)
|
215,661
|
13.2
|
%
|
147,263
|
8.7
|
%
|
||||||||||
|
Time deposits ($250,000 or more)
|
101,355
|
6.2
|
%
|
96,225
|
5.7
|
%
|
||||||||||
|
Total interest-bearing deposits
|
1,308,563
|
79.9
|
%
|
1,359,417
|
79.9
|
%
|
||||||||||
|
Total deposits
|
$
|
1,637,803
|
100.0
|
%
|
$
|
1,700,833
|
100.0
|
%
|
||||||||
The following tables set forth the maturity of time deposits as of the dates indicated below:
|
|
As of June 30, 2026 Maturity Within:
|
|||||||||||||||||||
|
|
Three Months
|
Three to Six
Months
|
Six to 12
Months
|
After 12
Months
|
Total
|
|||||||||||||||
|
|
||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Time deposits (less than $250,000)
|
$
|
89,975
|
$
|
64,555
|
$
|
57,427
|
$
|
3,704
|
$
|
215,661
|
||||||||||
|
Time deposits ($250,000 or more)
|
23,868
|
27,274
|
49,646
|
567
|
101,355
|
|||||||||||||||
|
Total time deposits
|
$
|
113,843
|
$
|
91,829
|
$
|
107,073
|
$
|
4,271
|
$
|
317,016
|
||||||||||
|
|
As of December 31, 2025 Maturity Within:
|
|||||||||||||||||||
|
|
Three Months
|
Three to Six
Months
|
Six to 12
Months
|
After 12
Months
|
Total
|
|||||||||||||||
|
|
||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Time deposits (less than $250,000)
|
$
|
56,951
|
$
|
45,791
|
$
|
37,766
|
$
|
6,755
|
$
|
147,263
|
||||||||||
|
Time deposits ($250,000 or more)
|
37,413
|
21,015
|
20,278
|
17,519
|
96,225
|
|||||||||||||||
|
Total time deposits
|
$
|
94,364
|
$
|
66,806
|
$
|
58,044
|
$
|
24,274
|
$
|
243,488
|
||||||||||
49
Table
of Contents
Liquidity
Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor
our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining
an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.
Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks and fed funds sold. Other available sources of
liquidity include wholesale deposits and borrowings from correspondent banks and FHLB advances.
Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan portfolios, and increases in customer deposits. Other alternative sources of
funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.
As of June 30, 2026, we had no unsecured fed funds lines with correspondent depository institutions, with no amounts advanced. In addition, based on the values of loans pledged as collateral, we had borrowing availability with the FHLB of $225.6 million as of June 30, 2026 and $213.8 million as of December 31, 2025, and we had access to approximately $305.2 million in
liquidity with the Federal Reserve Bank as of June 30, 2026 and $288.6 million as of December 31, 2025.
Capital Requirements
The Bank is subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary
actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action” (described below), We must meet specific
capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by
the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of CET1 capital, Tier 1 capital, total
capital to risk-weighted assets, and Tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”
As of June 30, 2026, the FDIC categorized the Bank as “well-capitalized” under the prompt corrective action frame work. There have been no conditions or events since June 30, 2026 that management
believes would change this classification.
The table below presents our applicable capital requirements, as well as our capital ratios as of June 30, 2026 and December 31, 2025. The Company exceeded
all regulatory capital requirements and the Bank was considered to be “well-capitalized” as of the dates reflected in the tables below.
Under the Basel III Capital Rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking
organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. As of June 30, 2026, the Company and the Bank met all capital adequacy requirements under the Basel III Capital Rules.
50
Table
of Contents
|
|
Actual
|
With Capital
Conservation Buffer
|
Minimum to be “Well-
Capitalized” Under Prompt
Corrective Action
|
|||||||||||||||||||||
|
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
|
As of June 30, 2026
|
||||||||||||||||||||||||
|
Total capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
$
|
276,957
|
16.35
|
%
|
$
|
177,853
|
10.50
|
%
|
N/A
|
N/A
|
||||||||||||||
|
Bank
|
276,917
|
16.36
|
%
|
177,747
|
10.50
|
%
|
$
|
169,283
|
10.00
|
%
|
||||||||||||||
|
Tier 1 capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
256,981
|
15.17
|
%
|
143,976
|
8.50
|
%
|
N/A
|
N/A
|
||||||||||||||||
|
Bank
|
256,941
|
15.18
|
%
|
143,890
|
8.50
|
%
|
135,426
|
8.00
|
%
|
|||||||||||||||
|
CET 1 capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
256,981
|
15.17
|
%
|
118,569
|
7.00
|
%
|
N/A
|
N/A
|
||||||||||||||||
|
Bank
|
256,941
|
15.18
|
%
|
118,498
|
7.00
|
%
|
110,034
|
6.50
|
%
|
|||||||||||||||
|
Tier 1 capital (to average assets)
|
||||||||||||||||||||||||
|
Company
|
256,981
|
13.88
|
%
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
|
Bank
|
256,941
|
13.88
|
%
|
N/A
|
N/A
|
92,570
|
5.00
|
%
|
||||||||||||||||
|
|
Actual
|
With Capital
Conservation Buffer
|
Minimum to be “Well-
Capitalized” Under Prompt
Corrective Action
|
|||||||||||||||||||||
|
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
|
As of December 31, 2025
|
||||||||||||||||||||||||
|
Total capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
$
|
261,451
|
15.24
|
%
|
$
|
180,076
|
10.50
|
%
|
N/A
|
N/A
|
||||||||||||||
|
Bank
|
261,411
|
15.25
|
%
|
179,970
|
10.50
|
%
|
$
|
171,400
|
10.00
|
%
|
||||||||||||||
|
Tier 1 capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
241,580
|
14.09
|
%
|
145,776
|
8.50
|
%
|
N/A
|
N/A
|
||||||||||||||||
|
Bank
|
241,540
|
14.09
|
%
|
145,690
|
8.50
|
%
|
137,120
|
8.00
|
%
|
|||||||||||||||
|
CET 1 capital (to risk-weighted assets)
|
||||||||||||||||||||||||
|
Company
|
241,580
|
14.09
|
%
|
120,051
|
7.00
|
%
|
N/A
|
N/A
|
||||||||||||||||
|
Bank
|
241,540
|
14.09
|
%
|
119,980
|
7.00
|
%
|
111,410
|
6.50
|
%
|
|||||||||||||||
|
Tier 1 capital (to average assets)
|
||||||||||||||||||||||||
|
Company
|
241,580
|
12.82
|
%
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
|
Bank
|
241,540
|
12.82
|
%
|
N/A
|
N/A
|
94,213
|
5.00
|
%
|
||||||||||||||||
Shareholders’ equity provides a source of permanent funding, allows for future growth and provides a cushion to withstand unforeseen adverse developments. Total shareholders’ equity increased $15.3 million as of June 30, 2026 to $266.3 million, compared to $251.0 million as of December 31, 2025.
51
Table
of Contents
Contractual Obligations
The following tables contain supplemental information regarding our total contractual obligations as of June 30, 2026, and December 31, 2025:
|
|
Payments Due as of June 30, 2026
|
|||||||||||||||||||
|
|
Within One
Year
|
One to Three
Years
|
Three to Five
Years
|
After Five
Years
|
Total
|
|||||||||||||||
|
|
||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Deposits without a stated maturity
|
$
|
1,320,787
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,320,787
|
||||||||||
|
Time deposits
|
312,745
|
4,026
|
228
|
17
|
317,016
|
|||||||||||||||
|
Operating lease commitments
|
444
|
1,092
|
368
|
372
|
2,276
|
|||||||||||||||
|
Total contractual obligations
|
$
|
1,633,976
|
$
|
5,118
|
$
|
596
|
$
|
389
|
$
|
1,640,079
|
||||||||||
|
|
Payments Due as of December 31, 2025
|
|||||||||||||||||||
|
|
Within One
Year
|
One to Three
Years
|
Three to Five
Years
|
After Five
Years
|
Total
|
|||||||||||||||
|
|
||||||||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
|
Deposits without a stated maturity
|
$
|
1,457,345
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,457,345
|
||||||||||
|
Time deposits
|
219,214
|
23,893
|
381
|
-
|
243,488
|
|||||||||||||||
|
Operating lease commitments
|
621
|
798
|
368
|
359
|
2,146
|
|||||||||||||||
|
Total contractual obligations
|
$
|
1,677,180
|
$
|
24,691
|
$
|
749
|
$
|
359
|
$
|
1,702,979
|
||||||||||
We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through profitability, loan repayment
and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.
Off-Balance Sheet Arrangements
We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and
standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contractual or notional amounts of those instruments
reflect the extent of involvement we have in particular classes of financial instruments. To control this credit risk, the Company uses the same underwriting standards as it uses for loans recorded on the balance sheet.
Loan commitments are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of the customer to a third party. They are intended to be disbursed, subject to certain conditions, upon request of the borrower.
The following table summarizes commitments as of the dates presented.
|
|
June 30,
2026 |
December 31,
2025
|
||||||
|
|
(Dollars in thousands)
|
|||||||
|
Commitments to extend credit
|
$
|
349,061
|
$
|
324,748
|
||||
|
Standby letters of credit
|
15,218
|
19,540
|
||||||
|
Total
|
$
|
364,279
|
$
|
344,288
|
||||
52
Table
of Contents
Critical Accounting Policies and Estimates
Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates,
assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information
available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. In particular, management has identified several
accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.
The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional information about
these policies can be found in Note 1 of the Company’s consolidated financial statements included in the Annual Report on the Form 10-K.
Allowance for Credit Losses
The allowance is based on management’s estimate of probable losses inherent in the loan portfolio. In the opinion of management, the allowance is adequate to absorb estimated losses in the portfolio as of each
balance sheet date. While management uses available information to analyze losses on loans, future additions to the allowance may be necessary based on changes in economic conditions and changes in the composition of the loan portfolio. In
addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance. In analyzing the adequacy of the allowance, a comprehensive loan grading system to determine risk potential in loans
is utilized together with the results of internal credit reviews.
To estimate the allowance for credit losses, the loan portfolio is segmented based on shared risk characteristics, primarily by loan type. Historical credit loss experience for each segment, adjusted for relevant
current conditions and reasonable and supportable forecasts, is a significant input in determining the expected credit losses for each portfolio segment under the current expected credit loss methodology. These historical loss factors and
adjustments are regularly evaluated and updated based on the evolving composition of each loan segment. Other considerations in our current expected credit loss estimation process include current volumes and trends of delinquencies, nonaccrual
loans, levels of bankruptcies, trends in criticized and classified loans, expected losses on real estate secured loans, impact of new credit products and policies, current and forecasted economic conditions, concentrations of credit risk, and the
experience and abilities of our lending personnel in the current environment. In addition to these segment-level estimations, loans with larger balances or unique risk profiles may be further analyzed based on specific facts and circumstances to
refine the overall expected credit loss estimate. This individual analysis helps ensure the allowance for credit losses appropriately reflects the expected losses inherent in the portfolio. Adjustments to the segment-level or portfolio-level
expected credit loss estimates may be necessary when specific loan characteristics warrant a different loss expectation than indicated by the segment risk factors.
53
Table
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity and Market Risk
As a financial institution, our primary component of market risk is interest rate volatility. Our financial management policy provides management with the guidelines for effective funds management,
and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and
interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest
income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options or
financial future contracts to mitigate interest rate risk from specific transactions. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Our exposure to interest rate risk is managed by the Asset/Liability Committee, or the ALCO Committee, in accordance with policies approved by the Company’s board of directors. The ALCO Committee
formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential
changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and
market values of assets and liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial
deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.
We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on
other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. We utilize
third-party experts to periodically evaluate the performance of our non-maturity deposit accounts to develop the decay assumptions. All of the assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely
measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest
rate changes as well as changes in market conditions and the application and timing of various management strategies.
On a quarterly basis, we run various simulation models including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity
from changes in market interest rates under various scenarios. Under the static model and dynamic growth models, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel
yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the
shape of the yield curve. Our internal policy regarding internal rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not
decline by more than 20% for a -200 basis point shift, 10% for a -100 basis point shift, 10% for a 100 basis point shift, 20% for a 200 basis point shift, 30% for a 300 basis point shift, and 30% for a 400 basis point shift.
54
Table
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The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:
|
June 30,
2026
|
December 31,
2025
|
||||||||||||||||
| Change in Interest Rates (Basis Points) |
Percent Change
in Net Interest
Income
|
Percent
Change in Fair
Value of Equity
|
Percent Change
in Net Interest
Income
|
Percent
Change in Fair
Value of Equity
|
|||||||||||||
|
+400
|
24.15
|
%
|
22.72
|
%
|
24.80
|
%
|
20.66
|
%
|
|||||||||
|
+300
|
18.55
|
%
|
21.85
|
%
|
19.28
|
%
|
19.58
|
%
|
|||||||||
|
+200
|
12.73
|
%
|
20.92
|
%
|
13.51
|
%
|
18.45
|
%
|
|||||||||
|
+100
|
6.49
|
%
|
19.89
|
%
|
7.41
|
%
|
17.25
|
%
|
|||||||||
|
Base
|
0.09
|
%
|
18.79
|
%
|
1.06
|
%
|
15.98
|
%
|
|||||||||
|
-100
|
-5.22
|
%
|
17.77
|
%
|
-4.27
|
%
|
14.84
|
%
|
|||||||||
|
-200
|
-6.53
|
%
|
16.49
|
%
|
-6.12
|
%
|
13.48
|
%
|
|||||||||
The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more
slowly than changes in the discount and fed funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as
a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing,
magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.
Impact of Inflation
Our consolidated financial statements and related notes included elsewhere in this Form 10-Q have been prepared in accordance with GAAP. These require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.
Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general
levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934) as of June 30, 2026.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026. This conclusion is due to the material
weaknesses in our internal control over financial reporting that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, which have not yet been fully remediated.
Changes in Internal Control over Financial Reporting
As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025, management identified the following material weaknesses in our internal control over financial reporting:
| • |
Deposit operations;
|
| • |
Related party transactions;
|
| • |
Reconciliations;
|
| • |
Financial statement disclosures;
|
| • |
Segregation of duties;
|
| • |
Completeness and accuracy of information produced by the entity;
|
| • |
Information technology general controls; and
|
| • |
The control activities component of internal control.
|
55
Table
of Contents
Management is committed to the remediation of these material weaknesses. During the quarter ended June 30, 2026, we continued to implement our remediation plan, and these ongoing efforts represent a change in our
internal control over financial reporting. Specific remediation activities undertaken during the quarter include:
| • |
Continued engagement of third-party consultants to assist in the implementation of our remediation plan and preparation for control testing.
|
| • |
Completed the redesign and advanced the implementation of formalized key controls related to deposit operations and the financial statement disclosure process.
|
| • |
Continued to operate and monitor the enhanced procedures and controls for account reconciliations and the complete identification of related party transactions.
|
| • |
Progressed the rollout of enhancements to our information technology general controls, including processes related to access management and change management.
|
| • |
Prepared for management’s testing of the newly designed and implemented controls to evaluate their operating effectiveness.
|
The material weaknesses will not be considered fully remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating
effectively. Other than these ongoing remediation efforts, there were no other changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
From time to time, the Company or the Bank is a party to claims and legal proceedings arising in the ordinary course of business. Management does not believe any present
litigation or the resolution thereof will have a material adverse effect on the business, consolidated financial condition or results of operations of the Company.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 26, 2023, the Company adopted a repurchase plan that authorizes the repurchase of up to 750,000 shares of the Company’s stock. The plan was renewed by the Board of Directors on August 20, 2025. Stock
repurchases under the plan will take place pursuant to a Rule 10b5-1 Plan with pricing and purchasing parameters established by management. The Company may repurchase shares of common stock on the open market or through privately negotiated
transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The stock repurchase
plan does not obligate the Company to acquire any specific number of shares and will continue in effect until terminated by the Board of Directors of the Company. Shares of common stock repurchased under this plan will be retired subsequent to
acquisition. During the three months ended June 30, 2026, there were no shares purchased under the Company’s repurchase plan.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
During the three months ended June 30, 2026, none
56
Table
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Item 6. Exhibits
|
2.1
|
Stock Purchase Agreement by and between Bank7 Corp. and MCA Financial Group, LTD, dated July 1, 2026 (1)
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1*
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
|
(1) Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 2, 2026.
* This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing
under the Securities Act or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
BANK7 CORP.
|
||
|
DATED:
|
August 10, 2026
|
By: /s/ Thomas L. Travis
|
|
Thomas L. Travis
|
||
|
Vice Chairman and Chief Executive Officer
|
||
|
DATED:
|
August 10, 2026
|
By: /s/ Kelly J. Harris
|
|
Kelly J. Harris
|
||
|
Executive Vice President and Chief Financial Officer
|
||
57