grepcent / static financial knowledge base

FIVE STAR BANCORP (FSBC)

CIK: 0001275168. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1275168. Latest filing source: 0001628280-26-012724.

Informational only - descriptive public-record data, not investment advice.

Business

Read FSBC's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read FSBC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue248,933,000USD20252026-02-27
Net income61,606,000USD20252026-02-27
Assets4,754,861,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001275168.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2019202020212022202320242025
Revenue74,390,00081,583,000117,918,000174,382,000206,951,000248,933,000
Net income35,928,00042,441,00044,801,00047,734,00045,671,00061,606,000
Diluted EPS3.572.832.612.782.262.90
Operating cash flow51,475,00028,657,00045,975,00038,914,00051,786,00072,612,000
Capital expenditures833,000717,000481,000653,000628,0001,197,000
Dividends paid51,942,00015,301,00012,943,00016,243,00017,085,000
Assets1,953,765,0002,556,761,0003,227,159,0003,593,125,0004,053,278,0004,754,861,000
Liabilities1,819,990,0002,321,715,0002,974,334,0003,307,351,0003,656,654,0004,309,029,000
Stockholders' equity108,877,000133,775,000235,046,000252,825,000285,774,000396,624,000445,832,000
Free cash flow50,642,00027,940,00045,494,00038,261,00051,158,00071,415,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2019202020212022202320242025
Net margin48.30%52.02%37.99%27.37%22.07%24.75%
Return on equity26.86%18.06%17.72%16.70%11.51%13.82%
Return on assets1.84%1.66%1.39%1.33%1.13%1.30%
Liabilities / equity13.609.8811.7611.579.229.67

Industry Peer Context

Each number-line places FSBC against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

FSBC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.FSBC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%FSBC 24.7%

ROE peer context

FSBC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.FSBC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%FSBC 13.8%

ROA peer context

FSBC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.FSBC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%FSBC 1.3%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

FSBC FY2025 free cash flow bridge from reported figures.FSBC FY2025 free cash flow bridge from reported figures.FSBC free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$72.6MOperating cash flow-$1.2MCapex$71.4MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-012724; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-012724; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-012724; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

FSBC revenue, last 5 periods. Source: SEC companyfacts FY2025.FSBC revenue, last 5 periods. Source: SEC companyfacts FY2025.FSBC RevenueLatest point: FY2025 = $248.9MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

FSBC net income, last 5 periods. Source: SEC companyfacts FY2025.FSBC net income, last 5 periods. Source: SEC companyfacts FY2025.FSBC Net incomeLatest point: FY2025 = $61.6MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

FSBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.FSBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.FSBC Diluted EPSLatest point: FY2025 = $2.90/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

FSBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.FSBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.FSBC Operating cash flowLatest point: FY2025 = $72.6MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

FSBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.FSBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.FSBC Capital expendituresLatest point: FY2025 = $1.2MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

FSBC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.FSBC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.FSBC Dividends paidLatest point: FY2025 = $17.1MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

FSBC assets, last 5 periods. Source: SEC companyfacts FY2025.FSBC assets, last 5 periods. Source: SEC companyfacts FY2025.FSBC AssetsLatest point: FY2025 = $4.8BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

FSBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.FSBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.FSBC LiabilitiesLatest point: FY2025 = $4.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

FSBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.FSBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.FSBC Stockholders' equityLatest point: FY2025 = $445.8MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

FSBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.FSBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.FSBC Free cash flowLatest point: FY2025 = $71.4MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-012724; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001275168.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.58reported discrete quarter
2022-Q32022-09-300.68reported discrete quarter
2023-Q12023-03-310.77reported discrete quarter
2023-Q22023-06-3042,793,00012,729,0000.74reported discrete quarter
2023-Q32023-09-3045,098,00011,045,0000.64reported discrete quarter
2023-Q42023-12-3146,180,00010,799,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3147,541,00010,631,0000.62reported discrete quarter
2024-Q22024-06-3048,998,00010,782,0000.51reported discrete quarter
2024-Q32024-09-3052,667,00010,941,0000.52reported discrete quarter
2024-Q42024-12-3157,745,00013,317,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3157,087,00013,111,0000.62reported discrete quarter
2025-Q22025-06-3060,580,00014,508,0000.68reported discrete quarter
2025-Q32025-09-3064,845,00016,344,0000.77reported discrete quarter
2025-Q42025-12-3166,421,00017,643,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3167,347,00018,621,0000.87reported discrete quarter

Quarterly Charts

FSBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC Quarterly RevenueLatest point: 2026-Q1 = $67.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032282; filed 2026-05-07. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

FSBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC Quarterly Net incomeLatest point: 2026-Q1 = $18.6MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032282; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

FSBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.FSBC Quarterly Diluted EPSLatest point: 2026-Q1 = $0.87/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.50/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032282; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-032282.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion presents management’s perspective on our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through our bank subsidiary, Five Star Bank, the discussion and analysis relate to activities primarily conducted by the Bank.

Management’s discussion of the financial condition and results of operations, which is unaudited, should be read in conjunction with the related unaudited consolidated financial statements and accompanying notes in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and accompanying notes included in the 2025 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2026. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

Unless otherwise indicated, references in this report to “we,” “our,” “us,” “the Company,” or “Bancorp” refer to Five Star Bancorp and our consolidated subsidiary. All references to “the Bank” refer to Five Star Bank, our wholly owned subsidiary.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of our beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to:

•risks related to the concentration of our business in California, and specifically within Northern California, including risks associated with any downturn in the real estate sector;

•changes in market interest rates that affect the pricing of our loans and deposits, our net interest income, and our borrowers’ ability to repay loans;

•changes in the U.S. economy, including an economic slowdown, recession, inflation, deflation, tariffs, housing prices, employment levels, rate of growth, and general business conditions;

•uncertain market conditions and economic trends nationally, regionally, and particularly in Northern California and California;

•the soundness of other financial institutions and the impacts related to or resulting from bank failures and other economic and industry volatility, including increased regulatory requirements and costs and potential impacts to macroeconomic conditions;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities, and tax laws and regulations and their application by our regulators;

•the effects of increased competition from a wide variety of local, regional, national, and other providers of financial and investment services;

•the risks associated with our loan portfolios, and specifically with our commercial real estate loans;

•our ability to maintain adequate liquidity and to maintain capital necessary to fund our growth strategy and operations and to satisfy minimum regulatory capital levels;

•risks related to our strategic focus on lending to small to medium-sized businesses;

•the sufficiency of the assumptions and estimates we make in establishing reserves for potential credit losses and the value of loan collateral and securities;

•our level of nonperforming assets and the costs associated with resolving problem loans, if any;

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•our ability to comply with various governmental and regulatory requirements applicable to financial institutions, including supervisory actions by federal and state banking agencies;

•governmental monetary and fiscal policies, including the policies of the Federal Reserve;

•risks associated with unauthorized access, cybersecurity breaches, cyber-crime, and other threats and disruptions to data security;

•our ability to implement, maintain, and improve effective risk management framework, disclosure controls and procedures, and internal controls over financial reporting;

•our ability to adopt and successfully integrate new initiatives or technologies into our business in a strategic manner;

•our ability to attract and retain executive officers and key employees and their customer and community relationships;

•the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. federal government’s debt limit and credit rating;

•the occurrence or impact of climate change or natural or man-made disasters or calamities, such as wildfires, droughts, mudslides, floods, and earthquakes, and particularly in California, and specifically Northern California;

•changes in and impact of local, regional, and global business, economic, and political conditions and geopolitical events, such as pandemics, civil unrest, wars, and acts of terrorism; and

•other factors that are discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The foregoing factors could cause results or performance to materially differ from those expressed in our forward-looking statements, should not be considered exhaustive, and should be read together with other cautionary statements that are included in this report and those discussed in the section entitled “Risk Factors” of our 2025 Annual Report on Form 10-K and other filings we may make with the SEC, copies of which are available from us at no charge. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Quarterly Report on Form 10-Q. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We disclaim any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank, a California state-chartered non-member bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through nine branch offices. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At March 31, 2026, we had total assets of $5.0 billion, total loans held for investment of $4.2 billion, and total deposits of $4.5 billion.

Critical Accounting Estimates

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Quarterly Reports on Form 10-Q and, therefore, do not include all footnotes as would be necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows in conformity with GAAP as contained within the FASB’s ASC and the rules and regulations of the SEC, including the instructions to Regulation S-X. However, these interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as filed in our 2025 Annual Report on Form 10-K and the notes thereto.

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Our most significant accounting policies and our critical accounting estimates are described in greater detail in Note 1, Basis of Presentation, in our audited consolidated financial statements and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates included in our 2025 Annual Report on Form 10-K. We have identified accounting policies and estimates that, due to the difficult, subjective, or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our unaudited consolidated financial statements to those judgments and assumptions, are critical to an understanding of our consolidated financial condition and results of operations. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material. With the exception of the changes to the allowance for credit losses described below, there have been no significant changes concerning our critical accounting estimates as described in our 2025 Annual Report on Form 10-K.

Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies. However, we may early adopt certain accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies to the extent early adoption is permitted.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under th

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents management’s perspective on our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through our bank subsidiary, Five Star Bank, the discussion and analysis relate to activities primarily conducted by the Bank. This discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes presented elsewhere in this Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Part I, Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

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Set forth below is a comparison of the results of operations and changes in financial condition for the fiscal years ended December 31, 2025 and December 31, 2024. For a discussion of our financial results for the fiscal year ended December 31, 2023, see the section entitled “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp (“Bancorp” or the “Company”) is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank, a California state-chartered non-member bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through nine branch offices. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At December 31, 2025, we had total assets of $4.8 billion, total loans held for investment of $4.1 billion, and total deposits of $4.2 billion.

Key Factors Affecting our Business

Interest Rates

Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits, and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates have risen significantly following the historically low levels during the COVID-19 pandemic. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the Federal Reserve announced in January 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The Federal Open Market Committee (“FOMC”) then increased the target range eleven times throughout 2022 and 2023. During 2024 and 2025, the Federal Reserve decreased the federal funds rate three times each year. As of December 31, 2025, the target range for the federal funds rate had been decreased to 3.50% to 3.75%, and the FOMC projects one additional decrease in 2026, as part of a strategy to return inflation to normalized levels while keeping unemployment low.

We anticipate that interest rates may be lowered over the next few years. Based on our sensitivity analysis, a steepened yield curve could have a slight negative impact on our net interest income over the next year. Additionally, a continued flat yield curve would be expected to maintain our net interest income over the next year.

Factors Affecting Comparability of Financial Results

Allowance for Credit Losses (“ACL”)

On January 1, 2023, the Company adopted ASC 326, which replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model applies to estimated credit losses on loans receivable, held-to-maturity debt securities, unfunded loan commitments, and certain other financial assets measured at amortized cost. Under ASC 326, available-for-sale debt securities are evaluated for impairment if fair value is less than amortized cost, with any estimated credit losses recorded through a credit loss expense and an allowance, rather than a write-down of the investment. Changes in fair value that are not credit-related continue to be recorded in other comprehensive income. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model. For further information, please see Note 2, Recently

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Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenue, and expenses. We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present consolidated financial condition and results of operations. These policies and estimates are considered critical because they have a material impact, or they have the potential to have a material impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions, or estimates. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies. However, we may early adopt certain accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies to the extent early adoption is permitted.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

ACL

The ACL represents the estimated probable credit losses in our loan and investment portfolios and is estimated as of December 31, 2025 using CECL. The ACL is established through a provision for credit losses charged to operations. Loans and investments are charged against the ACL when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the ACL.

The ACL is evaluated on a regular basis by management in consideration of optimistic, moderate, and pessimistic current conditions, and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions specifically impacting each loan type by purpose and by geography, and concentrations within the loan portfolio. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

A significant amount of the ACL is measured on a collective (pool) basis by loan and investment security type when similar risk characteristics exist. Pools are determined based primarily on regulatory reporting codes as the loans and investment securities within each pool share similar risk characteristics and there is sufficient historical peer loss data from the FFIEC to provide statistically meaningful support in the models developed. Reserves for credit losses identified on a pooled basis are then adjusted for qualitative factors to reflect current conditions. The most significant components of qualitative factors used to estimate the allowance for credit losses are adjustments relating to prevailing economic conditions, concentrations within the loan portfolio, and external factors. These qualitative factors are subject to significant judgment and carry a higher degree of uncertainty. The prevailing economic conditions factor is estimated based on a range of potential economic conditions and is applied at both the portfolio and individual concentration level based on various factors. This estimate is subject to significant judgment and could potentially add $3.2 million based on existing loan balances to the allowance for credit losses while using severely adverse economic conditions in the estimate. The concentrations within the loan portfolio factor is estimated based on concentrations at the loan pool level. This estimate is subject to significant judgment and could potentially add $12.0 million based on existing loan balances to the allowance for credit losses while using a severely adverse market outlook for the specifically identified concentrations. The external factor is estimated based on current external factors, such as environmental factors, which could impact the loan portfolio. This estimate is subject to significant judgment and could potentially add $9.5 million based on existing loan balances to the allowance for credit losses while using severely adverse external factors in the estimate. Other qualitative factors within

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the ACL relate to items which carry a lower degree of judgment using internally generated data. These factors include, but are not limited to, policy exception rates, volume of loan growth, and results of internal and external audits.

Executive Summary

Our strategic focus is to continue to grow organically by leveraging our existing core competencies and positioning our business for success in the evolving banking landscape. In leveraging our core competencies, we intend to:

•continue our organic growth in our market through our “purpose-driven and integrity-centered” approach to banking;

•continue to focus on and expand our operations in our unique lines of business throughout our geographic service areas;

•build upon the strength of our brand to deepen and broaden client relationships and grow our deposit base;

•attract additional banking professionals with track records of driving revenue growth;

•maintain our disciplined credit underwriting and robust risk management;

•enhance our disciplined cost management culture;

•leverage our technology platforms to improve our efficiency; and

•further engage in the economic development of our communities and market areas.

Highlights of the financial results are presented in the following tables:

Table 1: Highlights of Financial Results
(dollars in thousands)December 31, 2025December 31, 2024
Selected financial condition data:
Total assets$4,754,861$4,053,278
Total loans held for investment4,074,9293,532,686
Total deposits4,201,0843,557,994
Total subordinated notes, net74,04173,895
Total shareholders’ equity445,832396,624
Asset quality ratios:
Allowance for credit losses to total loans held for investment1.09%1.07%
Allowance for credit losses to nonperforming loans14.34x21.02x
Nonperforming loans to total loans held for investment0.08%0.05%
Capital ratios:
Total capital (to risk-weighted assets)13.33%13.99%
Tier 1 capital (to risk-weighted assets)10.58%11.02%
Common equity Tier 1 capital (to risk-weighted assets)10.58%11.02%
Tier 1 leverage9.70%10.05%
Total shareholders’ equity to total assets9.38%9.79%
Tangible shareholders’ equity to tangible assets19.38%9.79%

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Table 2: Highlights of Financial Results (continued)
(dollars in thousands, except share and per share data)For the year ended
December 31, 2025December 31, 2024
Selected operating data:
Net interest income$151,905$119,711
Provision for credit losses9,7006,950
Non-interest income6,5356,453
Non-interest expense65,00854,493
Net income61,60645,671
Per common share data:
Earnings per common share:
Basic$2.90$2.26
Diluted$2.90$2.26
Book value per share$20.87$18.60
Tangible book value per share2$20.87$18.60
Shares outstanding data:
Weighted average basic common shares outstanding21,224,78820,154,385
Weighted average diluted common shares outstanding21,273,55220,205,440
Shares outstanding at end of period21,367,38721,319,083
Performance and other financial ratios:
ROAA1.41%1.23%
ROAE14.74%12.72%
Net interest margin3.55%3.32%
Cost of funds2.47%2.64%
Efficiency ratio41.03%43.19%
Average equity to average assets9.55%9.71%
Cash dividend payout ratio on common stock327.59%35.45%

1Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

2Tangible book value per share is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

3Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic earnings per common share.

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RESULTS OF OPERATIONS

The following discussion of our results of operations compares the year ended December 31, 2025 to the year ended December 31, 2024.

Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields/rates on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by total interest-earning assets for the same period. We manage our earning assets and funding sources in order to maximize this margin while limiting credit risk and interest rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Net interest income increased by $32.2 million, or 26.89%, for the year ended December 31, 2025, compared to the year ended December 31, 2024, while our net interest margin increased 23 basis points during the same period. The increase in net interest income was primarily due to an increase in interest income driven by higher average balances and yields on loans, partially offset by an increase in interest expense due to higher average balances of deposits. Additional detail relating to net interest margin in each period is provided below.

Average balance sheet, interest, and yield/rate analysis. Table 3 presents average balance sheet information, interest income, interest expense, and the corresponding average yield earned or rate paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

Table 3: Average Balances, Interest, and Yield/Rate
(dollars in thousands)For the year ended December 31, 2025For the year endedDecember 31, 2024
Average BalanceInterest Income/ExpenseAverage Yield/RateAverage BalanceInterest Income/ExpenseAverage Yield/Rate
Assets
Interest-earning deposits in banks1$407,884$17,4214.27%$218,156$11,0805.08%
Investment securities1,298,2422,2982.34%106,2892,5302.38%
Loans held for investment and sale1, 33,767,199229,2146.08%3,283,874193,3415.89%
Total interest-earning assets14,273,325248,9335.83%3,608,319206,9515.74%
Interest receivable and other assets, net4105,77590,061
Total assets$4,379,100$3,698,380
Liabilities and shareholders’ equity
Interest-bearing transaction accounts1$306,983$4,5291.48%$298,137$4,7161.58%
Savings accounts1130,0793,3632.59%124,2083,5842.89%
Money market accounts11,767,13756,3233.19%1,533,40553,7503.51%
Time accounts1661,32128,1674.26%412,00720,3484.94%
Subordinated notes and other borrowings173,9744,6466.28%77,3354,8426.26%
Total interest-bearing liabilities2,939,49497,0283.30%2,445,09287,2403.57%
Demand accounts988,447858,789
Interest payable and other liabilities33,09035,331
Shareholders’ equity418,069359,168
Total liabilities and shareholders’ equity$4,379,100$3,698,380
Net interest spread52.53%2.17%
Net interest income/margin6$151,9053.55%$119,7113.32%

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1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on fair value. Investment security interest is earned on a 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

3Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs. Allowance for credit losses is not included in total loan balances.

4Allowance for credit losses is included in interest receivable and other assets, net.

5Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

6Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average yields/rates. Table 4 shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average yield/rate. The effect of rate changes is calculated by multiplying the change in average yield/rate by the previous period’s volume. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

Table 4: Interest Income and Expense Change Analysis
(dollars in thousands)For the year ended December 31, 2025 compared to the year ended December 31, 2024
Variance due to
VolumeYield/RateTotal
Interest-earning deposits with banks$8,103$(1,762)$6,341
Investment securities(188)(44)(232)
Loans held for investment and sale29,4086,46535,873
Total interest-earning assets37,3234,65941,982
Interest-bearing transaction accounts131(318)(187)
Savings accounts152(373)(221)
Money market accounts7,451(4,878)2,573
Time accounts10,619(2,800)7,819
Subordinated notes and other borrowings(212)16(196)
Total interest-bearing liabilities18,141(8,353)9,788
Changes in net interest income/margin$19,182$13,012$32,194

Net interest income during the year ended December 31, 2025 increased $32.2 million, or 26.89%, to $151.9 million, as compared to $119.7 million during the year ended December 31, 2024. Net interest margin totaled 3.55% for the year ended December 31, 2025, an increase of 23 basis points compared to the prior year. The increase in net interest income is primarily attributable to an additional $35.9 million in loan interest income due to a $483.3 million, or 14.72% increase in the average balance of loans and a 19 basis point improvement in the average yield on loans as compared to the prior year. The increase in interest income was partially offset by an additional $10.0 million in deposit interest expense due to a $627.4 million, or 19.45% increase in the average balance of deposits during the year. The average cost of deposits was 2.40% for the year ended December 31, 2025, a decrease of 16 basis points compared to the prior year which helped to moderate the increase in interest expense related to deposits.

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Provision for Credit Losses

The provision for credit losses is based on management’s assessment of the adequacy of our allowance for credit losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings in order to maintain our allowance for credit losses, which reflects management’s best estimate of forecasted life of credit losses inherent in our loan portfolio at the balance sheet date.

Beginning January 1, 2023, we adopted ASC 326, which replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model calculates reserves over the life of a financial instrument and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model.

We recorded a $9.7 million provision for credit losses in the year ended December 31, 2025 compared to a $7.0 million provision for credit losses for the year ended December 31, 2024. The provision for credit losses increased $2.8 million, or 39.57%, primarily due to increases in loan growth and an overall increase in loss rates related to the annual CECL model refresh during the three months ended December 31, 2025, as compared to the prior year.

Non-interest Income

Non-interest income is a secondary contributor to our net income, following interest income. Non-interest income consists of service charges on deposit accounts, gain on sale of loans, loan-related fees, FHLB stock dividends, earnings on BOLI, and other income.

Table 5 details the components of non-interest income for the periods indicated.

Table 5: Non-interest Income
(dollars in thousands)For the year ended$ Change% Change
December 31, 2025December 31, 2024
Service charges on deposit accounts$755$721$344.72%
Gain on sale of loans2441,274(1,030)(80.85)%
Loan-related fees2,1561,60555134.33%
FHLB stock dividends1,3171,320(3)(0.23)%
Earnings on BOLI82464418027.95%
Other income1,23988935039.37%
Total non-interest income$6,535$6,453$821.27%

Gain on sale of loans. The decrease related primarily to an overall decline in the volume of loans sold due to a strategic, intentional reduction in originations of loans held for sale during the second half of the year ended December 31, 2025. During the year ended December 31, 2025, approximately $3.3 million of loans were sold with an effective yield of 7.41%, as compared to approximately $18.3 million of loans sold with an effective yield of 6.96% during the year ended December 31, 2024.

Loan-related fees. The increase was primarily a result of a $0.5 million increase in fees from swap referrals and a $0.2 million increase in income from credit card activity, partially offset by a $0.1 million decrease in fees from SBA 7(a) loans.

Earnings on BOLI. The increase was primarily due to additional policies purchased between December 31, 2024 and December 31, 2025.

Other income. The increase related primarily to an overall improvement in earnings related to equity investments in venture-backed funds during the year ended December 31, 2025 compared to the year ended December 31, 2024.

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Non-interest Expense

Non-interest expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest expense, we closely monitor the Company’s efficiency ratio, which is calculated as non-interest expense divided by the sum of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more efficiently in order to reduce our non-interest expense over time as a percentage of our revenue, while continuing to achieve growth in total loans and assets.

Over the past several years, we have continued to invest significant resources in personnel, technology, and infrastructure. As we execute initiatives based on growth, we expect non-interest expense to continue to grow. Non-interest expense has increased throughout the periods presented below; however, we expect our efficiency ratio will improve going forward due, in part, to our past investment in infrastructure.

Table 6 details the components of non-interest expense for the periods indicated.

Table 6: Non-interest Expense
(dollars in thousands)For the year ended$ Change% Change
December 31, 2025December 31, 2024
Salaries and employee benefits$37,885$31,709$6,17619.48%
Occupancy and equipment2,7822,5472359.23%
Data processing and software6,1215,0881,03320.30%
FDIC insurance1,9501,63531519.27%
Professional services3,7233,07864520.96%
Advertising and promotional3,1782,41176731.81%
Loan-related expenses1,4231,20721617.90%
Other operating expenses7,9466,8181,12816.54%
Total non-interest expense$65,008$54,493$10,51519.30%

Salaries and employee benefits. The increase was the result of: (i) a $6.5 million increase in salaries, benefits, and bonus expense, related to the 13.66% increase in employee headcount between December 31, 2024 and December 31, 2025; and (ii) a $1.2 million increase in commissions expense due to higher loan production. The increase was partially offset by a $1.5 million increase in deferred loan origination costs due to higher loan production period-over-period.

Occupancy and equipment. The increase was primarily due to higher rent and property management expenses for the Walnut Creek and San Francisco branch offices period-over-period.

Data processing and software. The increase related to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

FDIC Insurance. The increase was primarily due to a $571.8 million increase in the assessment base period-over-period.

Professional services. The increase was due to: (i) $0.1 million in fees paid for compensation consulting services that did not occur during 2024; (ii) a $0.2 million increase in expenses related to business development consulting services; (iii) a $0.1 million increase in legal expenses; and (iv) a $0.1 million increase in recruiter fees related to the 13.66% increase in employee headcount between December 31, 2024 and December 31, 2025.

Advertising and promotional. The increase was primarily due to an additional $0.2 million in donations and $0.2 million related to sponsored events and partnerships, combined with $0.4 million of additional expenses incurred to support the expansion of the Bank’s business development teams, specifically related to client and prospective client development expenses.

Loan-related expenses. The increase was due to an increase of $0.1 million in inspection fees and an increase of $0.1 million in loan-related legal expenses, both due to loan growth between December 31, 2024 and December 31, 2025.

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Other operating expenses. The increase was due to: (i) a $0.4 million increase in employee-related expenses, such as travel, conferences, training, and professional association memberships; (ii) a $0.2 million increase in armored car and courier expenses; (iii) a $0.2 million increase in administrative charges, including subscription services and bank charges; (iv) a $0.1 million increase in IntraFi Network fees resulting from an overall increase in balances carried in the network; (v) a $0.1 million increase in office expenses, such as check printing and supplies; and (vi) a $0.1 million increase in regulatory assessment fees.

Provision for Income Taxes

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. The Act also made certain changes to the deductibility of the cost of meals and charitable contributions that are effective for tax years beginning after December 31, 2025. These changes were not reflected in the income tax provision for the period ended December 31, 2025. The Company evaluated the impact on future periods and the legislation is not expected to have a significant impact on the Company’s consolidated financial statements.

Provision for income taxes increased by $3.1 million, or 16.15%, to $22.1 million for the year ended December 31, 2025, as compared to $19.1 million for the year ended December 31, 2024. This increase is primarily due to a 29.37% increase in pre-tax income recognized during the year ended December 31, 2025. This was partially offset by: (i) a $0.9 million benefit recorded during the quarter ended December 31, 2025 related to the purchase of transferable federal tax credits; and (ii) a net $0.2 million reduction to the provision recorded during the quarter ended June 30, 2025. This adjustment related to a tax law change for the state of California effective as of June 30, 2025, which requires a transition from a three-factor apportionment formula to a single-sales-factor formula for determining state income tax. As such, the Company recorded a net benefit of approximately $0.9 million relating to the current year provision, which was partially offset by a $0.7 million expense relating to the remeasuring of the deferred tax assets and liabilities as of June 30, 2025. The effective tax rate was 26.42% and 29.43% for the years ended December 31, 2025 and December 31, 2024, respectively.

FINANCIAL CONDITION SUMMARY

The following discussion compares our financial condition as of December 31, 2025 to our financial condition as of December 31, 2024. Table 7 summarizes selected components of our consolidated balance sheet as of December 31, 2025 and December 31, 2024.

Table 7: Selected Components of Consolidated Balance Sheets
(dollars in thousands)December 31, 2025December 31, 2024
Total assets$4,754,861$4,053,278
Cash and cash equivalents506,851352,343
Total investments96,889100,914
Loans held for investment4,074,9293,532,686
Total deposits4,201,0843,557,994
Subordinated notes, net74,04173,895
Total shareholders’ equity445,832396,624

Total Assets

At December 31, 2025, total assets were $4.8 billion, an increase of $701.6 million from $4.1 billion at December 31, 2024, primarily due to a $542.2 million increase in total loans held for investment and a $154.5 million increase in cash and cash equivalents.

Cash and Cash Equivalents

Total cash and cash equivalents were $506.9 million at December 31, 2025, an increase of $154.5 million from $352.3 million at December 31, 2024. The increase in cash and cash equivalents was primarily due to the net increase in

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cash inflows from growth in total deposits of $643.1 million and cash outflows from growth in total loans held for investment of $542.2 million.

Investment Portfolio

Our investment portfolio is primarily comprised of U.S. government agency securities, mortgage-backed securities, and obligations of states and political subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy is designed to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk that is reflective of the yields obtained on those securities. Most of our securities are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities available-for-sale and held-to-maturity amounted to $96.9 million at December 31, 2025 and $100.9 million at December 31, 2024, a decrease of $4.0 million year-over-year. The decrease was primarily due to maturities, prepayments, and calls of $9.3 million, partially offset by a purchase of a $1.0 million security and an unrealized gain on securities of $5.1 million, with the remainder of the change due to amortization of premiums. For the year ended December 31, 2025, other comprehensive gain was $3.2 million, primarily due to rate changes and other market conditions on securities during the period.

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Table 8 presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of the dates shown.

Table 8: Stated Maturities and Weighted Average Yields - Investment Securities
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
December 31, 2025
Available-for-sale:
U.S. government agency securities$1982.00%$6195.27%$2982.01%$6,2465.58%$7,3615.31%
Mortgage-backed securities%%4,6771.33%43,5091.79%48,1861.75%
Obligations of states and political subdivisions%1,1961.26%12,3851.64%23,3831.70%36,9641.67%
Collateralized mortgage obligations%%2311.76%%2311.76%
Corporate bonds1,9571.25%%%%1,9571.25%
Total available-for-sale2,1551.32%1,8152.63%17,5911.57%73,1382.09%94,6991.98%
Held-to-maturity:
Obligations of states and political subdivisions1706.00%8656.00%1,1556.00%%2,1906.00%
Total$2,3251.66%$2,6803.72%$18,7461.84%$73,1382.09%$96,8892.07%
December 31, 2024
Available-for-sale:
U.S. government agency securities$%$1,5835.00%$3382.01%$6,4245.65%$8,3455.38%
Mortgage-backed securities%%5082.74%50,0621.74%50,5701.75%
Obligations of states and political subdivisions%7371.17%8,1081.62%28,2921.79%37,1371.74%
Collateralized mortgage obligations%%2791.76%%2791.76%
Corporate bonds%1,8631.25%%%1,8631.25%
Total available-for-sale%4,1832.65%9,2331.70%84,7782.05%98,1942.04%
Held-to-maturity:
Obligations of states and political subdivisions2106.00%9456.00%1,3806.00%1856.00%2,7206.00%
Total$2106.00%$5,1283.27%$10,6132.26%$84,9632.06%$100,9142.15%

Weighted average yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government agency securities, mortgage-backed securities, and collateralized mortgage obligations. For callable municipal securities and corporate bonds, weighted average yield is a yield to worst. Weighted average yield for securities held-to-maturity is the stated coupon of the bond. Yields on tax-exempt securities are not presented on a tax-equivalent basis.

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Loan Portfolio

Our loan portfolio is our largest class of interest-earning assets and typically provides higher yields than other types of interest-earning assets. Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting standards. As of December 31, 2025 and 2024, our total loans amounted to $4.1 billion and $3.5 billion, respectively. Table 9 presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

Table 9: Loans Outstanding
As of
(dollars in thousands)December 31, 2025December 31, 2024
Amount% of LoansAmount% of Loans
Loans held for investment:
Real estate:
Commercial$3,305,71381.08%$2,857,17380.75%
Commercial land and development1,3520.03%3,8490.11%
Commercial construction96,7602.37%111,3183.15%
Residential construction8,3890.21%4,5610.13%
Residential37,5660.92%32,7740.93%
Farmland59,6061.46%47,2411.34%
Commercial:
Secured251,7366.17%170,5484.82%
Unsecured40,4220.99%27,5580.78%
Consumer and other275,4756.77%279,5847.90%
Loans held for investment, gross4,077,019100.00%3,534,60699.91%
Loans held for sale:
Commercial%3,2470.09%
Total loans, gross4,077,019100.00%3,537,853100.00%
Net deferred loan fees(2,090)(1,920)
Total loans$4,074,929$3,535,933

Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and commercial construction, respectively. The real estate purchased with these loans is generally located in or near our market.

Residential real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties, which are both owner-occupied and investor-owned.

Farmland loans consist of loans used to purchase, refinance, or improve farmland secured by farming properties themselves. The farmland is generally located in or near our market.

Commercial loans consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the personal guaranty of the business owner(s).

Consumer and other loans consist primarily of loans purchased in a loan purchase program with a non-bank lender, generally made to professionals for the purpose of large personal or household purchases. The loans are unsecured, fixed

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rate loans. Consumer and other loans also include loans purchased or originated through financing partnerships which are no longer active.

Table 10 presents the commercial real estate loan balance, associated percentage of commercial real estate concentrations, estimated real estate collateral values, and related loan-to-value (“LTV”) ranges by collateral type as of the dates indicated. Revolving lines of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using third-party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, may be obtained for loans that are downgraded to watch or substandard. Loans over $2.0 million are reviewed annually, at which time an internal assessment of collateral values is completed.

Table 10: Commercial Real Estate Loans
(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2025
Manufactured home community$1,025,38631.02%$1,820,59716.16%73.59%
RV Park412,95512.49%742,09717.56%74.70%
Retail317,5369.61%668,2166.23%74.23%
Multifamily286,0648.65%618,5887.56%79.21%
Industrial247,3687.48%563,6310.99%91.33%
Faith-based193,3625.85%513,1078.66%75.00%
Mini storage190,2525.76%381,81014.63%70.00%
Office175,7675.32%404,7274.62%74.95%
All other types1457,02313.82%966,3250.79%134.52%
Total2$3,305,713100.00%$6,679,098
December 31, 2024
Manufactured home community$891,93531.22%$1,586,10914.24%74.52%
RV Park371,73313.01%648,27217.94%75.00%
Retail283,3949.92%569,6776.49%72.80%
Industrial224,8607.87%500,3074.56%73.91%
Faith-based184,1516.45%492,0309.35%74.67%
Mini storage177,8546.22%361,43716.23%69.19%
Multifamily172,5926.04%371,63414.35%75.00%
Office145,9865.11%338,4745.03%73.64%
All other types1404,66814.16%855,0844.00%112.07%
Total2$2,857,173100.00%$5,723,024

1Types of collateral in the “all other types” category are those that individually make up less than 5.00% of the commercial real estate concentration.

2Minimum LTV and maximum LTV not shown for aggregated totals, as such values are meaningful only when presented by specific category.

Over the past several years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio has not changed materially. Our primary focus remains commercial real estate lending (including commercial, commercial land and development, and commercial construction), which constitutes 83.49% of loans held for investment at December 31, 2025. Commercial secured lending represents 6.17% of loans held for investment at December 31, 2025. We sell the guaranteed portion of all SBA 7(a) loans in the secondary market and will continue to do so as long as market conditions continue to be favorable.

We recognize that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances as a percentage of risk-based capital were 594.17% and 571.91% as of December 31, 2025 and

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December 31, 2024, respectively. We have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (e.g., manufactured home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of December 31, 2025. Additionally, our loans are geographically concentrated with borrowers and collateralized properties primarily in California.

We believe that our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices, including risk-based lending standards, self-established product and geographical limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

Table 11 sets forth the contractual maturities and sensitivity to interest rate changes of our loan portfolio as of the dates shown.

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Table 11: Contractual Maturities and Sensitivity to Interest Rate Changes - Gross Loans
(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
December 31, 2025
Loans with fixed interest rates:
Real estate:
Commercial$31,238$275,099$366,518$3,571$676,426
Commercial land and development176176
Commercial construction
Residential construction
Residential245,7411,3134127,490
Farmland4,6124,612
Commercial:
Secured3,18736,46116,11855,766
Unsecured585,78123,41729,256
Consumer and other7217,779257,472275,323
Total loans with fixed interest rates34,579341,037669,4503,9831,049,049
Loans with floating or adjustable interest rates:
Real estate:
Commercial29,907274,0982,257,84767,4352,629,287
Commercial land and development602500741,176
Commercial construction1,42949,47832,74913,10496,760
Residential construction4,7903,2673328,389
Residential4,3444,93120,48531630,076
Farmland1,77512,82940,39054,994
Commercial:
Secured57,91867,86259,62310,567195,970
Unsecured4,5246,64211,166
Consumer and other152152
Total loans with floating or adjustable interest rates105,289419,7592,411,50091,4223,027,970
Total:
Real estate:
Commercial61,145549,1972,624,36571,0063,305,713
Commercial land and development602676741,352
Commercial construction1,42949,47832,74913,10496,760
Residential construction4,7903,2673328,389
Residential4,36810,67221,79872837,566
Farmland1,77512,82945,00259,606
Commercial:
Secured61,105104,32375,74110,567251,736
Unsecured4,58212,42323,41740,422
Consumer and other7217,931257,472275,475
Total loans$139,868$760,796$3,080,950$95,405$4,077,019

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Table 11: Contractual Maturities and Sensitivity to Interest Rate Changes - Gross Loans (continued)
(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
December 31, 2024
Loans with fixed interest rates:
Real estate:
Commercial$17,022$184,493$386,310$$587,825
Commercial land and development6457711,416
Commercial construction
Residential construction
Residential3,7373254334,495
Farmland4,8734,873
Commercial:
Secured2,23830,45815,89148,587
Unsecured5,48214,50619,988
Consumer and other16113,838265,459279,458
Total loans with fixed interest rates20,066238,008688,135433946,642
Loans with floating or adjustable interest rates:
Real estate:
Commercial18,660177,5841,997,34575,7592,269,348
Commercial land and development1,7884382072,433
Commercial construction9,37864,40737,533111,318
Residential construction3,3101,2514,561
Residential3245,74921,72048628,279
Farmland6,63235,73642,368
Commercial:
Secured54,39216,26454,144408125,208
Unsecured2,5005,0707,570
Consumer and other126126
Total loans with floating or adjustable interest rates90,352277,5212,146,68576,6532,591,211
Total:
Real estate:
Commercial35,682362,0772,383,65575,7592,857,173
Commercial land and development2,4334389783,849
Commercial construction9,37864,40737,533111,318
Residential construction3,3101,2514,561
Residential3249,48622,04591932,774
Farmland6,63240,60947,241
Commercial:
Secured56,63046,72270,035408173,795
Unsecured2,50010,55214,50627,558
Consumer and other16113,964265,459279,584
Total loans$110,418$515,529$2,834,820$77,086$3,537,853

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Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level, as well as within each product type. We measure and monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy of our allowance for credit losses.

Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting policies and practices, executed by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance. We design our practices to facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk classifications are an integral part of management’s assessment of the adequacy of our ACL. We periodically employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions and rising interest rates.

Nonperforming Assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

SBA Loans

During 2025, the Company sold 10 SBA 7(a) loans with government-guaranteed portions totaling approximately $3.3 million. The decrease in sales from prior years is due to a strategic, intentional reduction in originations of loans held for sale. The Company received gross proceeds of $3.5 million on the loans sold in 2025, resulting in a net gain on sale of $0.2 million.

During 2024, the Company sold 56 SBA 7(a) loans with government-guaranteed portions totaling approximately $18.3 million. The Company received gross proceeds of $19.6 million on the loans sold in 2024, resulting in a net gain on sale of $1.3 million.

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Non-accrual Loans

Table 12 provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

Table 12: Nonperforming and Restructured Assets
(dollars in thousands)December 31, 2025December 31, 2024
Non-accrual loans:
Real estate:
Commercial$2,666$1,750
Commercial:
Secured43048
Total non-accrual loans3,0961,798
Loans past due 90 days or more and still accruing:
Total loans past due and still accruing
Total nonperforming loans3,0961,798
Real estate owned87
Total nonperforming assets$3,096$1,885
Performing LMs (not included above)$$
Allowance for credit losses to period end nonperforming loans1,434.40%2,101.78%
Nonperforming loans to loans held for investment0.08%0.05%
Nonperforming assets to total assets0.07%0.05%
Nonperforming loans plus performing LMs to loans held for investment0.08%0.05%

The ratio of nonperforming loans to loans held for investment was 0.08% at December 31, 2025, increasing from 0.05% as of December 31, 2024. The ratio of non-accrual loans to loans held for investment was also 0.08% at December 31, 2025, increasing from 0.05% as of December 31, 2024.

The ratio of the allowance for credit losses to period end nonperforming loans decreased from 2,101.78% as of December 31, 2024 to 1,434.40% as of December 31, 2025. This decrease was due to a 72.19% increase in nonperforming loans year-over-year, partially offset by a 17.51% increase in the allowance for credit losses year-over-year. The increase in nonperforming loans resulted mainly from the occurrence of two separate faith-based real estate loans entering nonperforming status.

Potential Problem Loans

We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing the adequacy of our allowance for credit losses. All loans are grouped into a risk category at the time of origination. Commercial real estate loans over $2.0 million are reevaluated at least annually for proper classification in conjunction with our review of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment patterns, collateral condition, and other relevant information comes to our attention.

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Loans designated as “watch” are internal bank designations and are not considered adversely classified. However, loans designated as “substandard” or “doubtful” are considered adversely classified. Table 13 shows loans by credit quality risk rating as of the periods indicated.

Table 13: Gross Loans Held for Investment by Credit Quality Risk Rating
(dollars in thousands)PassWatchSubstandardDoubtfulTotal
December 31, 2025
Real estate:
Commercial$3,208,223$76,118$21,372$$3,305,713
Commercial land and development1,3521,352
Commercial construction81,84014,92096,760
Residential construction8,3898,389
Residential37,56637,566
Farmland59,02158559,606
Commercial:
Secured240,51110,272953251,736
Unsecured40,42240,422
Consumer and other275,4696275,475
Total$3,952,793$101,895$22,331$$4,077,019
December 31, 2024
Real estate:
Commercial$2,746,594$107,992$2,587$$2,857,173
Commercial land and development3,8493,849
Commercial construction111,318111,318
Residential construction4,5614,561
Residential32,77432,774
Farmland45,9481,29347,241
Commercial:
Secured156,38114,11948170,548
Unsecured27,55827,558
Consumer and other279,5759279,584
Total$3,408,558$123,404$2,644$$3,534,606

Loans designated as watch decreased from $123.4 million to $101.9 million between December 31, 2024 and December 31, 2025. Consequently, loans designated as substandard increased from $2.6 million to $22.3 million between December 31, 2024 and December 31, 2025, primarily attributable to the downgrade of one borrower experiencing financial difficulty with a special purpose commercial real estate loan and a commercial line of credit. There were no loans with doubtful risk grades at December 31, 2025 or December 31, 2024.

Allowance for Credit Losses

The allowance for credit losses is established through a provision for credit losses charged to operations. Provisions are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for credit losses.

The allowance for credit losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. Historical loss rates within the commercial secured pool are also evaluated by

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management on a regular basis to estimate the allowance for credit losses. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

At December 31, 2025, the Company’s allowance for credit losses was $44.4 million compared to $37.8 million at December 31, 2024. The $6.6 million increase in the allowance is due to a $9.8 million provision for credit losses, partially offset by net charge-offs of $3.1 million during the year ended December 31, 2025, mainly attributable to commercial and industrial loans, during the same period.

While the entire allowance for credit losses is available to absorb losses from any and all loans, Table 14 represents management’s allocation of our allowance for credit losses by loan category, the allocation of our allowance for credit losses as a percent of the total allowance for credit losses, and the balance of loans in each category as a percentage of total loans, for the periods indicated.

Table 14: Allocation of the Allowance for Credit Losses
(dollars in thousands)Allowance for Credit Losses% of Allowance for Credit Losses% of Loans to Total Loans
December 31, 2025
Real estate:
Commercial$25,21956.77%81.08%
Commercial land and development560.13%0.03%
Commercial construction4,0509.12%2.37%
Residential construction2130.48%0.21%
Residential3620.82%0.92%
Farmland4671.05%1.46%
Commercial:
Secured11,20425.23%6.17%
Unsecured4821.09%0.99%
Consumer and other2,3565.31%6.77%
Total$44,409100.00%100.00%
December 31, 2024
Real estate:
Commercial$25,86468.44%80.75%
Commercial land and development780.21%0.11%
Commercial construction2,2686.00%3.15%
Residential construction640.17%0.13%
Residential2700.71%0.93%
Farmland6071.61%1.34%
Commercial:
Secured5,86615.52%4.91%
Unsecured2780.74%0.78%
Consumer and other2,4966.60%7.90%
Total$37,791100.00%100.00%

The ratio of allowance for credit losses to total loans held for investment was 1.09% at December 31, 2025, as compared to 1.07% at December 31, 2024.

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Table 15 provides information on the activity within the allowance for credit losses as of and for the periods indicated.

Table 15: Activity Within the Allowance for Credit Losses
As of and for the year ended
December 31, 2025December 31, 2024
(dollars in thousands)Activity% of Average Loans Held for InvestmentActivity% of Average Loans Held for Investment
Average loans held for investment$3,766,410$3,276,841
Allowance for credit losses$37,791$34,431
Net (charge-offs) recoveries:
Real estate:
Commercial(280)(0.01)%%
Commercial:
Secured(2,738)(0.07)%(4,042)(0.12)%
Unsecured(50)%(41)%
Consumer and other(64)%(7)%
Net charge-offs(3,132)(0.08)%(4,090)(0.12)%
Provision for credit losses9,7507,450
Allowance for credit losses$44,409$37,791
Loans held for investment$4,074,929$3,532,686
Allowance for credit losses to loans held for investment1.09%1.07%

The allowance for credit losses to loans held for investment increased from 1.07% as of December 31, 2024 to 1.09% as of December 31, 2025. Net charge-offs as a percent of average loans held for investment decreased from 0.12% to 0.08% for the years ended December 31, 2024 and December 31, 2025, respectively.

Liabilities

During 2025, total liabilities increased by $652.4 million from $3.7 billion at December 31, 2024 to $4.3 billion at December 31, 2025. This increase was primarily attributable to an increase in deposits of $643.1 million. The $643.1 million increase in deposits was largely due to increases in money market, non-interest-bearing demand, interest-bearing transaction, and savings deposits of $553.3 million, $161.9 million, $29.0 million, and $14.5 million, respectively. These increases were partially offset by decreases in time deposits of $115.5 million, largely driven by a $95.0 million decrease in wholesale deposits.

Deposits

Representing 97.49% of our total liabilities as of December 31, 2025, deposits are our primary source of funding for our business operations.

Total deposits increased by $643.1 million, or 18.07%, to $4.2 billion at December 31, 2025 from $3.6 billion as of December 31, 2024. Deposit increases were primarily attributable to an increase in the number of new relationships, as well as normal fluctuations in our existing accounts. Non-interest-bearing deposits increased by $161.9 million in 2025 to $1.1 billion, and represented 25.82% of total deposits at December 31, 2025, compared to 25.93% of total deposits at December 31, 2024. Our loan to deposit ratio was 97.00% at December 31, 2025, compared to 99.38% at December 31,

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2024. We closely monitor the loan to deposit ratio for purposes of both operational objectives and regulatory capital compliance. We intend to continue to operate our business with close monitoring of the loan to deposit ratio.

Table 16 summarizes our deposit composition by average deposits and average rates paid for the periods indicated.

Table 16: Deposit Composition by Average Balances and Average Rates Paid
For the year ended
December 31, 2025December 31, 2024
(dollars in thousands)Average AmountAverage Rate Paid% of Total DepositsAverage AmountAverage Rate Paid% of Total Deposits
Interest-bearing transaction accounts$306,9831.48%7.97%$298,1371.58%9.24%
Money market and savings accounts1,897,2163.15%49.22%1,657,6133.46%51.37%
Time accounts661,3214.26%17.16%412,0074.94%12.77%
Demand accounts988,447%25.65%858,789%26.62%
Total deposits$3,853,9672.40%100.00%$3,226,5462.56%100.00%

Uninsured and uncollateralized deposits totaled $1.4 billion and $1.2 billion at December 31, 2025 and 2024, respectively.

As of December 31, 2025, our 53 largest deposit relationships, each accounting for more than $10.0 million, totaled $2.0 billion, or 47.82% of our total deposits. The average age on deposit relationships of more than $5.0 million was approximately 7.67 years. As of December 31, 2024, our 49 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.8 billion, or 50.35% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and have helped to continue to grow our deposit base. Table 17 shows the entity types making up our large deposit relationships at the dates indicated.

Table 17: Composition of Large Deposit Relationships
(dollars in thousands)December 31, 2025December 31, 2024
Municipalities$789,643$674,094
Non-profits283,666211,480
Businesses760,516605,894
Brokered deposits174,981299,961
Total$2,008,806$1,791,429

Our largest single deposit relationship at December 31, 2025 related to a government agency. The balance for this customer was $290.0 million, or approximately 6.90% of total deposits as of December 31, 2025. At December 31, 2024, our largest single deposit relationship related to brokered deposits and had a balance of $300.0 million, or 8.43% of total deposits as of December 31, 2024. As our demand deposits fluctuate, we have purchased brokered deposits as needed to supplement liquidity. We do not consider brokered deposits as core deposits, but as another deposit funding source for our loan growth.

Table 18 sets forth the maturity of time deposits as of December 31, 2025.

Table 18: Scheduled Maturities of Time Deposits
(dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
Remaining maturity:
Three months or less$332,954$182,057$515,011$324,494
Over three through six months8,24515,20823,4534,745
Over six through twelve months7,4826,92414,4063,982
Over twelve months1,3513901,741601
Total$350,032$204,579$554,611$333,822

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FHLB Advances and Other Borrowings

From time to time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There were no borrowings outstanding as of December 31, 2025 and December 31, 2024, respectively.

In 2022, we issued subordinated notes of $75.0 million. This debt was issued to investors in private placement transactions. See Note 9, Long Term Debt and Other Borrowings, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding these subordinated notes. The proceeds of the notes qualify as Tier 2 capital for the Company under the regulatory capital rules of the federal banking agencies.

Table 19 is a summary of our outstanding subordinated notes as of December 31, 2025.

Table 19: Subordinated Notes Outstanding
(dollars in thousands)Issuance DateAmount of NotesPrepayment RightMaturity Date
Subordinated notesAugust 2022$75,000August 17, 2027September 1, 2032
Fixed at 6.00% through September 1, 2027, then three-month Term SOFR plus 329.0 basis points (6.94% as of December 31, 2025) through maturity

Shareholders’ Equity

Shareholders’ equity totaled $445.8 million at December 31, 2025 and $396.6 million at December 31, 2024. The increase in shareholders’ equity was primarily net income recognized of $61.6 million, partially offset by $17.1 million in cash dividends paid during the period.

Liquidity and Capital Resources

Liquidity Management

We manage liquidity based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank, the FDIC evaluates our liquidity on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds, and the ability to convert assets into cash. Changes in economic conditions or exposure to borrower credit quality, capital markets, and operational, legal, or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated notes. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company, including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory approval. Under the California Financial Code, payment of a dividend from the Bank to the Company without advance regulatory approval is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include effective corporate governance, consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and

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limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems, including stress tests, that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, Federal Reserve Discount Window advances, FHLB advances, and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB and the Federal Reserve Discount Window, and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from established federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

In addition, as of December 31, 2025, we had a shelf registration statement on file with the SEC registering the offer and sale by us of up to $250.0 million of any combination of equity or debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, and units in one or more offerings. In April 2024, we sold an aggregate of 3,967,500 shares of our common stock at a price of $21.75 per share in a public offering (the “2024 Public Offering”), for net proceeds to us, after deducting underwriting discounts and commissions and offering expenses payable by us, of approximately $80.9 million, to be used for general corporate purposes and to support continued growth, including through investments in the Bank to pursue growth opportunities, and for working capital. The 2024 Public Offering used approximately $86.3 million of our shelf registration statement on file with the SEC, leaving approximately $163.7 million available for future offerings as of December 31, 2025. In February 2026, our new shelf registration statement became effective, registering the offer and sale by us of up to $300.0 million of any combination of equity or debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, and units in one or more offerings, and replacing our prior shelf registration statement. Specific information on the terms of any securities being offered, including the expected use of proceeds from the sale of such securities, are provided at the time of the offering.

Sources and Uses of Cash

Our executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process. Generally speaking, our principal funding source is cash from deposits, and our principal uses of cash include funding of loans, operating expenses, income taxes, and dividend payments, as described below. As of December 31, 2025, management believes the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs.

Based on our current capital allocation objectives, during 2026, we project spending $0.5 million related to continued build-out of our IT systems and processes and allocating $21.4 million of cash for dividends on our common stock.

For the 12-month period ending December 31, 2026, we project that our fixed commitments could potentially include: (i) approximately $503.3 million to fund off-balance sheet commitments outstanding at December 31, 2025; (ii) $9.4 million for IT services, IT support, and compliance expenditures; and (iii) $2.0 million for operating leases. In future years, we expect that our main sources and uses of cash will relate primarily to regular operating activities.

Loans

Loans are a significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments, changes in interest rates, the general economic environment, competition, and the political environment.

During the year ended December 31, 2025, we had cash outflows of $544.2 million in loan originations and advances, net of principal collected, and $1.4 million in loans originated for sale.

Additionally, in the ordinary course of business, we enter into commitments to extend credit, such as commitments to fund new loans and undisbursed construction funds. While these commitments represent contractual cash requirements, a

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portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At December 31, 2025, off-balance sheet commitments totaled $503.3 million. We expect to fund these commitments to the extent utilized primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest income and net interest margin.

Our deposits are primarily made up of money market, interest-bearing transaction, time, and non-interest-bearing demand deposits. Aside from commercial and business clients, a significant portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing and amount of customer deposits, changes in market rates, and collateral availability.

During the year ended December 31, 2025, we had cash inflows related to an increase in deposits of $643.1 million.

During the twelve months following December 31, 2025, approximately $552.9 million of time deposits are expected to mature, which includes $175.0 million of brokered deposits. In addition, we expect $1.7 million of time deposits to mature through 2030. These deposits may or may not renew due to general competition. We expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis on local deposits and our San Francisco Bay Area expansion provide a stable funding base.

At December 31, 2025, cash and cash equivalents represented 12.06% of total deposits.

Investment Securities

Our investment securities totaled $96.9 million at December 31, 2025. Mortgage-backed securities and obligations of states and political subdivisions comprised 49.73% and 40.41% of our investment portfolio, respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment speed and interest rate environment, we expect to receive approximately $9.5 million from our securities over the next twelve months. In future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

During the year ended December 31, 2025, we had cash proceeds from sales, maturities, calls and prepayments of securities of $9.3 million and cash outflows from the purchase of a security for $1.0 million. Additionally, at December 31, 2025, securities available-for-sale totaled $94.7 million, of which $89.7 million has been pledged as collateral for borrowings and other commitments.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2025 include both current and long-term obligations. Under our operating leases as discussed in Note 15, Commitments and Contingencies, of the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K, we have a current obligation of $2.0 million and a long-term obligation of $12.5 million. We also have a current obligation of $552.9 million and a long-term obligation of $1.7 million related to time deposits, as discussed in Note 8, Interest-Bearing Deposits, of the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K. We have net subordinated notes of $74.0 million, all of which are long-term obligations. Finally, we have two significant contracts, one for core processing services and the other for a digital and mobile banking platform. The actual obligations under both contracts are unknown and dependent on certain factors, including volume and activity. Based on our average monthly expenses for 2025, and extrapolating those figures over the remaining term of the core processing services contract, we estimate our current obligation to be approximately $2.1 million, with a long-term obligation of $9.3 million. For the digital and mobile banking platform contract, using the same methodology, our current obligation under this contract is estimated at $1.1 million. We do not have any long-term obligation under this contract until it is renewed.

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Total Liquidity

Total liquidity (consisting of cash and cash equivalents and unused and immediately available borrowing capacity as set forth in Table 20) was approximately $2.3 billion as of December 31, 2025.

Table 20: Total Liquidity
December 31, 2025
(dollars in thousands)Line of CreditLetters of Credit IssuedBorrowingsAvailable
FHLB advances$1,518,680$887,500$$631,180
Federal Reserve Discount Window957,362957,362
Correspondent bank lines of credit185,000185,000
Cash and cash equivalents506,851
Total$2,661,042$887,500$$2,280,393

FHLB Financing

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31, 2025, the Bank had no outstanding FHLB financing borrowings and a total financing availability of $631.2 million, net of letters of credit issued of $887.5 million.

Federal Reserve Discount Window

The Company has the ability to borrow from the Federal Reserve Discount Window when necessary. At December 31, 2025, the Bank had no outstanding Federal Reserve Discount Window borrowings and total financing availability of $957.4 million.

Correspondent Bank Lines of Credit

At December 31, 2025, the unused and available amount for borrowing from correspondent bank lines of credit was $185.0 million.

Dividends

A use of liquidity for the Company is shareholder dividends. The Company paid dividends to its shareholders totaling $17.1 million during the year ended December 31, 2025.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock, subject to our board of directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Assuming continued payment during 2026 at a rate of $0.25 per share, our average total dividend paid each quarter would be approximately $5.3 million based on the number of currently outstanding shares if there are no increases or decreases in the number of shares, and given that unvested RSAs share equally in dividends with outstanding common stock.

Impact of Inflation

Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

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Historical Information

Table 21 summarizes our consolidated cash flow activities.

Table 21: Consolidated Cash Flow Activities
(dollars in thousands)For the year ended December 31,$ Change
20252024
Net cash provided by operating activities$72,612$51,786$20,826
Net cash used in investing activities(544,109)(446,744)97,365
Net cash provided by financing activities626,005425,725200,280

Operating Activities

Net cash provided by operating activities increased by $20.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to lower loans originated for sale, higher net income, higher net change in interest payable and other liabilities, and a higher provision for credit losses. These sources of cash were partially offset by lower gross proceeds from sale of loans, lower net change in interest receivable and other assets, and lower purchase of transferable tax credits. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of interest expense, accounts payable, and bonuses.

For additional information about our operating results, see “Results of Operations” above.

Investing Activities

Net cash used in investing activities increased by $97.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher originations of loans held for investment, net of repayments.

Financing Activities

Net cash provided by financing activities increased by $200.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in deposits and lower borrowings, partially offset by proceeds from the 2024 Public Offering.

Capital Adequacy

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for credit losses, our geographic and industry concentrations, and other risk factors on our balance sheet, including interest rate sensitivity.

Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements as set forth in Tables 22 and 23 can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements.

Under federal regulations implementing the Basel III framework, the Bank is subject to minimum risk-based and leverage capital requirements. The Bank is also subject to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. Capital amounts for Bancorp and the Bank, and the Bank’s prompt corrective action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. As of December 31, 2025, both Bancorp and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory

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definition of “well-capitalized” under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios required for it to be considered a well-capitalized bank holding company.

The capital adequacy ratios as of December 31, 2025 and 2024 for Bancorp and the Bank are presented in Tables 22 and 23. As of December 31, 2025 and 2024, Bancorp’s Tier 2 capital included subordinated notes, which were not included at the Bank level. Eligible amounts of subordinated notes included in Tier 2 capital will be phased out by 20% per year beginning five years before the maturity date of the notes.

Table 22: Capital Ratios for Bancorp
(dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2025
Total capital (to risk-weighted assets)$572,87413.33%$343,7798.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$454,83010.58%$257,8346.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$454,83010.58%$193,3764.50%N/AN/A
Tier 1 leverage$454,8309.70%$187,4994.00%N/AN/A
December 31, 2024
Total capital (to risk-weighted assets)$519,72213.99%$332,6228.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$409,51411.02%$222,9406.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$409,51411.02%$167,2054.50%N/AN/A
Tier 1 leverage$409,51410.05%$162,9604.00%N/AN/A
Table 23: Capital Ratios for the Bank
(dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2025
Total capital (to risk-weighted assets)$554,07112.92%$342,9848.00%$428,72910.00%
Tier 1 capital (to risk-weighted assets)$510,06711.89%$257,2386.00%$342,9848.00%
Common equity tier 1 capital (to risk-weighted assets)$510,06711.89%$192,9284.50%$278,6746.50%
Tier 1 leverage$510,06710.89%$187,4094.00%$234,2615.00%
December 31, 2024
Total capital (to risk-weighted assets)$504,89613.59%$297,2168.00%$371,52010.00%
Tier 1 capital (to risk-weighted assets)$468,58412.61%$222,9126.00%$297,2168.00%
Common equity tier 1 capital (to risk-weighted assets)$468,58412.61%$167,1844.50%$241,4886.50%
Tier 1 leverage$468,58411.50%$162,9424.00%$203,6775.00%
Column 1Column 2
1The listed capital adequacy ratios exclude capital conservation buffers.

Recent Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not yet adopted by us as of December 31, 2025, see Note 2, Recently Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

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Non-GAAP Financial Measures

Some of the financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements of shareholders’ equity, or statements of cash flows.

Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. Management believes that tangible shareholders’ equity to tangible assets is a useful financial measure because it enables management, investors, and others to assess the Company’s financial health based on tangible capital. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. Management believes that tangible book value per share is a useful financial measure because it enables management, investors, and others to assess the Company’s value and use of equity. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other companies each calculate non-GAAP financial measures when making comparisons.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001275168-25-000038.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-28. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents management’s perspective on our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through our bank subsidiary, Five Star Bank, the discussion and analysis relate to activities primarily conducted by the Bank. This discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes presented elsewhere in this Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Part I, Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

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Set forth below is a comparison of the results of operations and changes in financial condition for the fiscal years ended December 31, 2024 and December 31, 2023. For a discussion of our financial results for the fiscal year ended December 31, 2022, see the section entitled “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp (“Bancorp” or the “Company”) is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank, a California state-chartered non-member bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through eight branch offices. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At December 31, 2024, we had total assets of $4.1 billion, total loans held for investment of $3.5 billion, and total deposits of $3.6 billion.

Key Factors Affecting our Business

Interest Rates

Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits, and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates have risen significantly following the historically low levels during the COVID-19 pandemic. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the Federal Reserve announced in January 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The Federal Open Market Committee (“FOMC”) then increased the target range eleven times throughout 2022 and 2023. During 2024, the Federal Reserve decreased the federal funds rate three times. As of December 31, 2024, the target range for the federal funds rate had been decreased to 4.25% to 4.50%, and the FOMC signaled that current economic data and the interest rate environment are more balanced, projecting two decreases in 2025, as part of a strategy to return inflation to normalized levels.

We anticipate that interest rates may be lowered over the next few years. Based on our liability sensitivity, a steepened yield curve could have a beneficial impact on our net interest income. Additionally, a continued flat yield curve would be expected to maintain our net interest income.

Factors Affecting Comparability of Financial Results

S Corporation Status

Beginning at our inception, we elected to be taxed for U.S. federal income tax purposes as an S Corporation. In conjunction with our IPO, we filed consents from the requisite amount of our shareholders to revoke our S Corporation election with the IRS, resulting in the commencement of our taxation as a C Corporation for U.S. federal and California state income tax purposes in the second quarter of fiscal year 2021. Prior to such revocation, our earnings were not subject to and we did not pay U.S. federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal income tax in our consolidated financial statements. While we were not subject to and did not pay U.S. federal income tax, we were subject to and paid California S Corporation income tax at a current rate of 3.50%. Upon the termination of our status as an S Corporation, we commenced paying U.S. federal income tax and a higher California state income tax on our

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taxable earnings for each year (including the short year beginning on the date our status as an S Corporation terminated), and our consolidated financial statements reflect a provision for U.S. federal income tax and a higher California state income tax from that date forward. As a result of this change, the net income and EPS data presented in our historical financial statements for periods prior to the termination of our S Corporation status and the other related financial information set forth in this filing, which (unless otherwise specified) do not include any provision for U.S. federal income tax or the higher California state income tax rate, will not be comparable with our net income and EPS in periods after we commenced being taxed as a C Corporation. As a C Corporation, our net income is calculated by including a provision for U.S. federal income tax and a higher state income tax rate at a combined statutory rate of 29.11%.

The termination of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we made quarterly cash distributions to our shareholders in amounts estimated by us to be sufficient for them to pay estimated individual U.S. federal and California state income tax liabilities resulting from our taxable income that was “passed through” to them. However, these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders’ estimated U.S. federal and California state income tax liabilities resulting from their ownership of our stock. In addition, these estimates were based on individual income tax rates, which may differ from the rates imposed on the income of C Corporations. As a C Corporation, no income is “passed through” to any shareholders, but, as noted above, we commenced paying U.S. federal income tax and a higher California state income tax. However, in the event of an adjustment to our reported taxable income for periods prior to the termination of our S Corporation status, it is possible that our pre-IPO shareholders would be liable for additional income taxes for those prior periods. Pursuant to the Tax Sharing Agreement we entered into with such shareholders, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S Corporation, depending on the nature of the adjustment, we may be required to make a payment to such shareholders, who accepted distribution of the estimated balance of our federal AAA of $31.9 million under the Tax Sharing Agreement, in an amount equal to such shareholders’ incremental tax liability (including interest and penalties). In addition, the Tax Sharing Agreement provides that we will indemnify such shareholders with respect to unpaid income tax liabilities (including interest and penalties) to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S Corporation status terminated. The amounts that we have historically distributed to our shareholders may not be indicative of the amount of U.S. federal and California state income tax that we will be required to pay going forward. Depending on our effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely affected compared to our historical cash flows and financial condition.

Furthermore, deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized in net income in the year ended December 31, 2021.

Allowance for Credit Losses (“ACL”)

On January 1, 2023, the Company adopted ASC 326, which replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model applies to estimated credit losses on loans receivable, held-to-maturity debt securities, unfunded loan commitments, and certain other financial assets measured at amortized cost. Under ASC 326, available-for-sale debt securities are evaluated for impairment if fair value is less than amortized cost, with any estimated credit losses recorded through a credit loss expense and an allowance, rather than a write-down of the investment. Changes in fair value that are not credit-related continue to be recorded in other comprehensive income. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model. For further information, please see Note 2, Recently Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenue, and expenses. We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present consolidated financial condition and results of operations. These policies and estimates are considered critical because they have a material impact, or they have the potential to have a

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material impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions, or estimates. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

ACL

The ACL represents the estimated probable credit losses in our loan and investment portfolios and is estimated as of December 31, 2024 using CECL. The ACL is established through a provision for credit losses charged to operations. Loans and investments are charged against the ACL when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the ACL.

The ACL is evaluated on a regular basis by management in consideration of optimistic, moderate, and pessimistic current conditions, and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions specifically impacting each loan type by purpose and by geography, and concentrations within the loan portfolio. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

A significant amount of the ACL is measured on a collective (pool) basis by loan and investment security type when similar risk characteristics exist. Pools are determined based primarily on regulatory reporting codes as the loans and investment securities within each pool share similar risk characteristics and there is sufficient historical peer loss data from the FFIEC to provide statistically meaningful support in the models developed. Reserves for credit losses identified on a pooled basis are then adjusted for qualitative and other environmental factors to reflect current conditions. The most significant components of qualitative and environmental factors used to estimate the allowance for credit losses are adjustments relating to prevailing economic conditions, concentrations within the loan portfolio, and external factors. The prevailing economic conditions factor is estimated based on a range of potential economic conditions and is applied at both the portfolio and individual concentration level based on various factors. This estimate is subject to significant judgment and could potentially add $2.4 million based on existing loan balances, if not more, to the allowance for credit losses while using severely adverse economic conditions in the estimate. The concentrations within the loan portfolio factor is estimated based on concentrations at the loan pool level. This estimate is subject to significant judgment and could potentially add $9.4 million based on existing loan balances, if not more, to the allowance for credit losses while using a severely adverse market outlook for the specifically identified concentrations. The external factor is estimated based on current external factors, such as environmental factors, which could impact the loan portfolio. This estimate is subject to significant judgment and could potentially add $6.9 million based on existing loan balances, if not more, to the allowance for credit losses while using severely adverse external factors in the estimate.

During the twelve months ended December 31, 2024, we refined our methodology of measuring the ACL on three pools of loans: Multifamily, C&I SBA, and CRE Non-Owner Occupied loans. Within the Multifamily pool, Manufactured Home Community (“MHC”) loans were segregated from traditional Multifamily as we identified a data source to provide sufficient historical peer loss data specific to MHC loans. This segregation now adjusts for differences in the risk characteristics and performance of MHCs compared to traditional Multifamily properties. Losses are estimated using a discounted cash flow analysis using individual probability of default and loss given default rates on a loan-by-loan basis. Applying this adjusted loss rate led to a decrease in the ACL for the MHC pool as of June 30, 2024 of approximately $5.8 million. During routine monitoring of charge-off activity within the C&I SBA pool, we identified an increased level of charge-offs during the first six months of 2024, reflecting a change in the credit quality of the pool. In response to this, we increased the expected loss rates to be more in line with net charge-off rates during the first six months of 2024, as this time period reflects what is expected based on our current economic outlook for loans in the C&I SBA pool. This adjustment reflects our estimate for future loss rates and increased the required reserves related to the C&I SBA pool by approximately

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$4.6 million as of June 30, 2024. Within the CRE Non-Owner Occupied portfolio, RV Park loans were segregated from traditional CRE Non-Owner Occupied as we identified a data source to provide sufficient historical peer loss data specific to RV Park loans. This segregation now adjusts for differences in the risk characteristics and performance of RV Park loans compared to traditional CRE Non-Owner Occupied properties. We used calculations of individual probability of default and loss given default on a loan-by-loan basis to derive an estimated loss rate. Applying this adjusted loss rate led to a decrease in the ACL for the RV Park pool of approximately $3.3 million as of September 30, 2024.

Executive Summary

Our strategic focus is to continue to grow organically by leveraging our existing core competencies and positioning our business for success in the evolving banking landscape. In leveraging our core competencies, we intend to:

•continue our organic lending growth in our market through our “purpose-driven and integrity-centered” approach to banking;

•continue to focus on and grow each of the diverse industry clusters throughout our market areas;

•build upon the strength of our brand to deepen and broaden client relationships and grow our deposit base;

•attract additional banking professionals with track records of driving revenue growth;

•maintain our disciplined credit underwriting and robust risk management;

•enhance our disciplined cost management culture;

•leverage our technology platforms to improve our efficiency; and

•further engage in the economic development of our communities and market areas.

Highlights of the financial results are presented in the following tables:

Table 1: Highlights of Financial Results
(dollars in thousands)December 31, 2024December 31, 2023
Selected financial condition data:
Total assets$4,053,278$3,593,125
Total loans held for investment3,532,6863,081,719
Total deposits3,557,9943,026,896
Total subordinated notes, net73,89573,749
Total shareholders’ equity396,624285,774
Asset quality ratios:
Allowance for credit losses to total loans held for investment1.07%1.12%
Allowance for credit losses to nonperforming loans21.02x17.53x
Nonperforming loans to total loans held for investment0.05%0.06%
Capital ratios:
Total capital (to risk-weighted assets)13.99%12.30%
Tier 1 capital (to risk-weighted assets)11.02%9.07%
Common equity Tier 1 capital (to risk-weighted assets)11.02%9.07%
Tier 1 leverage10.05%8.73%
Total shareholders’ equity to total assets9.79%7.95%
Tangible shareholders’ equity to tangible assets19.79%7.95%

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Table 2: Highlights of Financial Results (continued)
(dollars in thousands, except share and per share data)For the year ended
December 31, 2024December 31, 2023
Selected operating data:
Net interest income$119,711$110,880
Provision for credit losses6,9504,000
Non-interest income6,4537,511
Non-interest expense54,49347,775
Net income45,67147,734
Per common share data:
Earnings per common share:
Basic$2.26$2.78
Diluted$2.26$2.78
Book value per share$18.60$16.56
Tangible book value per share2$18.60$16.56
Shares outstanding data:
Weighted average basic common shares outstanding20,154,38517,166,592
Weighted average diluted common shares outstanding20,205,44017,187,969
Shares outstanding at end of period21,319,08317,256,989
Performance and other financial ratios:
ROAA1.23%1.44%
ROAE12.72%17.85%
Net interest margin3.32%3.42%
Cost of funds2.64%2.10%
Efficiency ratio43.19%40.35%
Average equity to average assets9.71%8.05%
Cash dividend payout ratio on common stock335.45%26.98%

1Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

2Tangible book value per share is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

3Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic earnings per common share.

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RESULTS OF OPERATIONS

The following discussion of our results of operations compares the year ended December 31, 2024 to the year ended December 31, 2023.

Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields/rates on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by total interest-earning assets for the same period. We manage our earning assets and funding sources in order to maximize this margin while limiting credit risk and interest rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Net interest income increased by $8.8 million, or 7.96%, for the year ended December 31, 2024, compared to the year ended December 31, 2023, while our net interest margin decreased 10 basis points during the same period. The increase in net interest income was primarily due to an increase in interest income driven by higher average balances and yields on loans, partially offset by an increase in interest expense due to higher average balances and rates on deposits. Additional detail relating to net interest margin in each period is provided below.

Average balance sheet, interest, and yield/rate analysis. Table 3 presents average balance sheet information, interest income, interest expense, and the corresponding average yield earned or rate paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

Table 3: Average Balances, Interest, and Yield/Rate
(dollars in thousands)For the year ended December 31, 2024For the year endedDecember 31, 2023
Average BalanceInterest Income/ExpenseAverage Yield/RateAverage BalanceInterest Income/ExpenseAverage Yield/Rate
Assets
Interest-earning deposits in banks1$218,156$11,0805.08%$184,103$9,0694.93%
Investment securities1,2106,2892,5302.38%113,5152,6002.29%
Loans held for investment and sale1, 33,283,874193,3415.89%2,947,603162,7135.52%
Total interest-earning assets13,608,319206,9515.74%3,245,221174,3825.37%
Interest receivable and other assets, net490,06175,741
Total assets$3,698,380$3,320,962
Liabilities and shareholders’ equity
Interest-bearing transaction accounts1$298,137$4,7161.58%$312,944$3,3211.06%
Savings accounts1124,2083,5842.89%140,0603,0732.19%
Money market accounts11,533,40553,7503.51%1,263,53933,9322.69%
Time accounts1412,00720,3484.94%372,55717,5354.71%
Subordinated notes and other borrowings177,3354,8426.26%93,2795,6416.05%
Total interest-bearing liabilities2,445,09287,2403.57%2,182,37963,5022.91%
Demand accounts858,789844,057
Interest payable and other liabilities35,33127,127
Shareholders’ equity359,168267,399
Total liabilities and shareholders’ equity$3,698,380$3,320,962
Net interest spread52.17%2.46%
Net interest income/margin6$119,7113.32%$110,8803.42%

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1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on fair value. Investment security interest is earned on a 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

3Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs. Allowance for credit losses is not included in total loan balances.

4Allowance for credit losses is included in interest receivable and other assets, net.

5Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

6Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average yields/rates. Table 4 shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average yield/rate. The effect of rate changes is calculated by multiplying the change in average yield/rate by the previous period’s volume. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

Table 4: Interest Income and Expense Change Analysis
(dollars in thousands)For the year ended December 31, 2024 compared to the year ended December 31, 2023
Variance due to
VolumeYield/RateTotal
Interest-earning deposits with banks$1,730$281$2,011
Investment securities(172)102(70)
Loans held for investment and sale19,79810,83030,628
Total interest-earning assets21,35611,21332,569
Interest-bearing transaction accounts(234)1,6291,395
Savings accounts(457)968511
Money market accounts9,46010,35819,818
Time accounts1,9488652,813
Subordinated notes and other borrowings(998)199(799)
Total interest-bearing liabilities9,71914,01923,738
Changes in net interest income/margin$11,637$(2,806)$8,831

Net interest income during the year ended December 31, 2024 increased $8.8 million, or 7.96%, to $119.7 million compared to $110.9 million during the year ended December 31, 2023. Net interest margin totaled 3.32% for the year ended December 31, 2024, a decrease of 10 basis points compared to the prior year. The increase in net interest income is primarily attributable to an additional $30.6 million in loan interest income due to a $336.3 million, or 11.41%, increase in the average balance of loans and a 37 basis point improvement in the average yield on loans as compared to the prior year. The increase in interest income was partially offset by an additional $24.5 million in deposit interest expense due to a $293.4 million, or 10.00%, increase in the average balance of deposits and a 58 basis point increase in the average cost of deposits compared to the prior year.

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Provision for Credit Losses

The provision for credit losses is based on management’s assessment of the adequacy of our allowance for credit losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings in order to maintain our allowance for credit losses, which reflects management’s best estimate of forecasted life of credit losses inherent in our loan portfolio at the balance sheet date.

Beginning January 1, 2023, we adopted ASC 326, which replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model calculates reserves over the life of a financial instrument and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model.

We recorded a $7.0 million provision for credit losses in the year ended December 31, 2024, compared to a $4.0 million provision for credit losses for the year ended December 31, 2023. The provision for credit losses increased $3.0 million, or 73.75%, primarily due to loan growth as loan originations in the year ended December 31, 2024 were almost double those for the year ended December 31, 2023.

Non-interest Income

Non-interest income is a secondary contributor to our net income, following interest income. Non-interest income consists of service charges on deposit accounts, net gain on sale of securities, gain on sale of loans, loan-related fees, FHLB stock dividends, earnings on BOLI, and other income.

Table 5 details the components of non-interest income for the periods indicated.

Table 5: Non-interest Income
(dollars in thousands)For the year ended$ Change% Change
December 31, 2024December 31, 2023
Service charges on deposit accounts$721$575$14625.39%
Net gain (loss) on sale of securities(167)167(100.00)%
Gain on sale of loans1,2741,952(678)(34.73)%
Loan-related fees1,6051,719(114)(6.63)%
FHLB stock dividends1,32097035036.08%
Earnings on BOLI64451013426.27%
Other income8891,952(1,063)(54.46)%
Total non-interest income$6,453$7,511$(1,058)(14.09)%

Service charges on deposit accounts. The increase resulted primarily from a $0.2 million increase in wire transfer fees recognized, partially offset by a small decrease in other fees recognized during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Net gain (loss) on sale of securities. The decrease in the net loss on sale of securities resulted from the sale of two municipal securities with a par value of approximately $0.8 million for a loss of approximately $0.2 million during the year ended December 31, 2023, with no sales occurring during the year ended December 31, 2024.

Gain on sale of loans. The decrease related primarily to an overall decline in the volume of loans sold during the year ended December 31, 2024 compared to the year ended December 31, 2023. During the year ended December 31, 2024, 56 SBA 7(a) loans with government guaranteed portions totaling approximately $18.3 million were sold with an effective yield of 6.96%, as compared to approximately $36.5 million of loans sold with an effective yield of 5.35% during the year ended December 31, 2023.

Loan-related fees. The decrease was primarily a result of a $0.2 million net decrease in income earned from the credit card program, partially offset by a small increase in loan fee income earned on various loan types and services.

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FHLB stock dividends. The increase primarily relates to a 50 basis point increase in the annualized dividend rate earned year-over-year, while the average shares outstanding remained consistent.

Earnings on BOLI. The increase was primarily due to additional policies purchased between December 31, 2024 and December 31, 2023.

Other income. The decrease resulted primarily from $0.5 million in income received on equity investments in venture-backed funds during the year ended December 31, 2024, as compared to $1.7 million in income received on equity investments in venture-backed funds during the year ended December 31, 2023.

Non-interest Expense

Non-interest expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest expense, we closely monitor the Company’s efficiency ratio, which is calculated as non-interest expense divided by the sum of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more efficiently in order to reduce our non-interest expense over time as a percentage of our revenue, while continuing to achieve growth in total loans and assets.

Over the past several years, we have invested significant resources in personnel, technology, and infrastructure. As we execute initiatives based on growth, we expect non-interest expense to grow. Non-interest expense has increased throughout the periods presented below; however, we expect our efficiency ratio will improve going forward due, in part, to our past investment in infrastructure.

Table 6 details the components of non-interest expense for the periods indicated.

Table 6: Non-interest Expense
(dollars in thousands)For the year ended$ Change% Change
December 31, 2024December 31, 2023
Salaries and employee benefits$31,709$27,097$4,61217.02%
Occupancy and equipment2,5472,21832914.83%
Data processing and software5,0884,0151,07326.72%
FDIC insurance1,6351,557785.01%
Professional services3,0782,57550319.53%
Advertising and promotional2,4112,40380.33%
Loan-related expenses1,2071,192151.26%
Other operating expenses6,8186,7181001.49%
Total non-interest expense$54,493$47,775$6,71814.06%

Salaries and employee benefits. The increase was the result of: (i) a $3.5 million increase in salaries, benefits, and bonuses, of which approximately $3.3 million related to employees hired to support expansion into the San Francisco Bay Area; and (ii) a $1.4 million increase in commissions paid, primarily to employees in the San Francisco Bay Area. The increase was partially offset by a $0.3 million increase in loan origination costs due to higher loan production, net of purchased consumer loans, period-over-period.

Occupancy and equipment. The increase related to rent expense for the San Francisco branch office and a new office lease to support back office staff during the year ended December 31, 2024, which did not exist for the full year ended December 31, 2023.

Data processing and software. The increase related to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

Professional services. The increase was due to an increase in audit, IT support, and other consulting fees for services provided for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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Other operating expenses. The increase is primarily related to a $0.2 million increase in IntraFi Network fees resulting from an overall increase in balances carried in the network, partially offset by a $0.1 million decrease in conference and training expenses.

Provision for Income Taxes

Provision for income taxes increased by $0.2 million, or 0.89%, to $19.1 million for the year ended December 31, 2024, compared to $18.9 million for the year ended December 31, 2023. This increase is due to a $0.6 million provision to return true-up recorded during the year ended December 31, 2024, partially offset by a decline in taxable income year-over-year. The effective tax rate was 29.43% and 28.34% for the years ended December 31, 2024 and December 31, 2023, respectively.

FINANCIAL CONDITION SUMMARY

The following discussion compares our financial condition as of December 31, 2024 to our financial condition as of December 31, 2023. Table 7 summarizes selected components of our consolidated balance sheet as of December 31, 2024 and December 31, 2023.

Table 7: Selected Components of Consolidated Balance Sheets
(dollars in thousands)December 31, 2024December 31, 2023
Total assets$4,053,278$3,593,125
Cash and cash equivalents352,343321,576
Total investments100,914111,160
Loans held for investment3,532,6863,081,719
Total deposits3,557,9943,026,896
Subordinated notes, net73,89573,749
Total shareholders’ equity396,624285,774

Total Assets

At December 31, 2024, total assets were $4.1 billion, an increase of $460.2 million from $3.6 billion at December 31, 2023, primarily due to a $451.0 million increase in total loans held for investment and a $30.8 million increase in cash and cash equivalents, partially offset by a $10.2 million decrease in investments.

Cash and Cash Equivalents

Total cash and cash equivalents were $352.3 million at December 31, 2024, an increase of $30.8 million from $321.6 million at December 31, 2023. The increase in cash and cash equivalents was primarily due to increases in deposits of $531.1 million, $80.9 million in net proceeds from the 2024 Public Offering (as defined below), and pre-tax income of $64.7 million, partially offset by loan originations, net of repayments, of $442.8 million and a decrease in borrowings of $170.0 million.

Investment Portfolio

Our investment portfolio is primarily comprised of U.S. government agency securities, mortgage-backed securities, and obligations of states and political subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk that is reflective of the yields obtained on those securities. Most of our securities are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities available-for-sale and held-to-maturity amounted to $100.9 million at December 31, 2024 and $111.2 million at December 31, 2023, a decrease of $10.2 million year-over-year. The decrease was primarily due to principal paydowns and amortization of $9.0 million, partially offset by an improvement in the unrealized loss on securities of $0.9 million, primarily in our municipal securities portfolios. The improvement in the unrealized loss was recognized as a result of interest rate decreases that occurred during the period.

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Table 8 presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of the dates shown.

Table 8: Stated Maturities and Weighted Average Yields - Investment Securities
Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
December 31, 2024
Available-for-sale:
U.S. government agency securities$%$1,5835.00%$3382.01%$6,4245.65%$8,3455.38%
Mortgage-backed securities%%5082.74%50,0621.74%50,5701.75%
Obligations of states and political subdivisions%7371.17%8,1081.62%28,2921.79%37,1371.74%
Collateralized mortgage obligations%%2791.76%%2791.76%
Corporate bonds%1,8631.25%%%1,8631.25%
Total available-for-sale%4,1832.65%9,2331.70%84,7782.05%98,1942.04%
Held-to-maturity:
Obligations of states and political subdivisions2106.00%9456.00%1,3806.00%1856.00%2,7206.00%
Total$2106.00%$5,1283.27%$10,6132.26%$84,9632.06%$100,9142.15%
December 31, 2023
Available-for-sale:
U.S. government agency securities$%$8003.44%$2,0105.36%$7,7315.77%$10,5415.51%
Mortgage-backed securities%%6092.74%56,3641.76%56,9731.77%
Obligations of states and political subdivisions%3670.84%5,8381.71%32,2541.76%38,4591.74%
Collateralized mortgage obligations%%3321.76%%3321.76%
Corporate bonds%1,7781.25%%%1,7781.25%
Total available-for-sale%2,9451.79%8,7892.62%96,3492.08%108,0832.12%
Held-to-maturity:
Obligations of states and political subdivisions2776.00%9356.00%1,3656.00%5006.00%3,0776.00%
Total$2776.00%$3,8802.81%$10,1543.07%$96,8492.10%$111,1602.22%

Weighted average yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government agency securities, mortgage-backed securities, and collateralized mortgage obligations. For callable municipal securities and corporate bonds, weighted average yield is a yield to worst. Weighted average yield for securities held-to-maturity is the stated coupon of the bond.

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Loan Portfolio

Our loan portfolio is our largest class of interest-earning assets and typically provides higher yields than other types of interest-earning assets. Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting standards. As of December 31, 2024 and 2023, our total loans amounted to $3.5 billion and $3.1 billion, respectively. Table 9 presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

Table 9: Loans Outstanding
As of
(dollars in thousands)December 31, 2024December 31, 2023
Amount% of LoansAmount% of Loans
Loans held for investment:
Real estate:
Commercial$2,857,17380.75%$2,685,41986.76%
Commercial land and development3,8490.11%15,5510.50%
Commercial construction111,3183.15%62,8632.03%
Residential construction4,5610.13%15,4560.50%
Residential32,7740.93%25,8930.84%
Farmland47,2411.34%51,6691.67%
Commercial:
Secured170,5484.82%165,1095.33%
Unsecured27,5580.78%23,8500.77%
Consumer and other279,5847.90%38,1661.23%
Loans held for investment, gross3,534,60699.91%3,083,97699.63%
Loans held for sale:
Commercial3,2470.09%11,4640.37%
Total loans, gross3,537,853100.00%3,095,440100.00%
Net deferred loan fees(1,920)(2,257)
Total loans$3,535,933$3,093,183

Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and commercial construction, respectively. The real estate purchased with these loans is generally located in or near our market.

Residential real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties, which are both owner-occupied and investor-owned.

Farmland loans consist of loans used to purchase, refinance, or improve farmland secured by farming properties themselves. The farmland is generally located in or near our market.

Commercial loans consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the personal guaranty of the business owner(s).

Consumer and other loans consist primarily of loans purchased in a loan purchase program with a non-bank lender, generally made to professionals for the purpose of large personal or household purchases. The loans are unsecured, fixed

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rate loans. Consumer and other loans also include loans purchased or originated through financing partnerships which are no longer active.

Table 10 presents the commercial real estate loan balance, associated percentage of commercial real estate concentrations, estimated real estate collateral values, and related loan-to-value (“LTV”) ranges by collateral type as of the dates indicated. Revolving lines of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using third-party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, may be obtained for loans that are downgraded to watch or substandard. Loans over $2.0 million are reviewed annually, at which time an internal assessment of collateral values is completed.

Table 10: Commercial Real Estate Loans
(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2024
Manufactured home community$891,93531.22%$1,586,10914.24%74.52%
RV Park371,73313.01%648,27217.94%75.00%
Retail283,3949.92%569,6776.49%72.80%
Industrial224,8607.87%500,3074.56%73.91%
Faith-based184,1516.45%492,0309.35%74.67%
Mini storage177,8546.22%361,43716.23%69.19%
Multifamily172,5926.04%371,63414.35%75.00%
Office145,9865.11%338,4745.03%73.64%
All other types1404,66814.16%855,0844.00%112.07%
Total2$2,857,173100.00%$5,723,024
December 31, 2023
Manufactured home community$813,68730.30%$1,430,22416.80%74.52%
RV Park343,81712.80%599,69118.29%75.00%
Retail273,10010.17%540,6606.89%74.07%
Multifamily211,5987.88%427,94813.12%75.00%
Faith-based184,7996.88%488,1608.33%74.54%
Mini storage176,3806.57%358,39516.56%70.00%
Industrial173,1926.45%417,4397.48%83.26%
Office135,9285.06%298,9899.07%73.52%
All other types1372,91813.89%756,5414.00%152.33%
Total2$2,685,419100.00%$5,318,047

1Types of collateral in the “all other types” category are those that individually make up less than 5.00% of the commercial real estate concentration.

2Minimum LTV and maximum LTV not shown for aggregated totals, as such values are meaningful only when presented by specific category.

Over the past several years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio has not changed materially. Our primary focus remains commercial real estate lending (including commercial, commercial land and development, and commercial construction), which constitutes 84.09% of loans held for investment at December 31, 2024. Commercial secured lending represents 4.83% of loans held for investment at December 31, 2024. We sell the guaranteed portion of all SBA 7(a) loans in the secondary market and will continue to do so as long as market conditions continue to be favorable.

We recognize that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances as a percentage of risk-based capital were 571.91% and 682.72% as of December 31, 2024 and

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December 31, 2023, respectively. We have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (e.g., manufactured home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of December 31, 2024. Additionally, our loans are geographically concentrated with borrowers and collateralized properties primarily in California.

We believe that our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices, including risk-based lending standards, self-established product and geographical limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

Table 11 sets forth the contractual maturities of our loan portfolio as of the dates shown.

Table 11: Contractual Maturities - Gross Loans
(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
December 31, 2024
Real estate:
Commercial$35,682$362,077$2,383,655$75,759$2,857,173
Commercial land and development2,4334389783,849
Commercial construction9,37864,40737,533111,318
Residential construction3,3101,2514,561
Residential3249,48622,04591932,774
Farmland6,63240,60947,241
Commercial:
Secured56,63046,72270,035408173,795
Unsecured2,50010,55214,50627,558
Consumer and other16113,964265,459279,584
Total$110,418$515,529$2,834,820$77,086$3,537,853
December 31, 2023
Real estate:
Commercial$57,443$271,306$2,284,482$72,188$2,685,419
Commercial land and development11,4063,35379215,551
Commercial construction27,07810,37725,40862,863
Residential construction11,5433,91315,456
Residential2865,91618,73595625,893
Farmland2,8353,93244,90251,669
Commercial:
Secured36,84448,49190,826412176,573
Unsecured57410,78912,48723,850
Consumer and other8575,63831,67138,166
Total$148,866$363,715$2,509,303$73,556$3,095,440

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Table 12 sets forth the sensitivity to interest rate changes of our loan portfolio as of the dates shown.

Table 12: Sensitivity to Interest Rates - Gross Loans
(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
December 31, 2024
Real estate:
Commercial$587,825$2,269,348$2,857,173
Commercial land and development1,4162,4333,849
Commercial construction111,318111,318
Residential construction4,5614,561
Residential4,49528,27932,774
Farmland4,87342,36847,241
Commercial:
Secured48,587125,208173,795
Unsecured19,9887,57027,558
Consumer and other279,458126279,584
Total$946,642$2,591,211$3,537,853
December 31, 2023
Real estate:
Commercial$570,385$2,115,034$2,685,419
Commercial land and development10,0815,47015,551
Commercial construction62,86362,863
Residential construction3,91311,54315,456
Residential1,27224,62125,893
Farmland5,84845,82151,669
Commercial:
Secured38,029138,544176,573
Unsecured16,3437,50723,850
Consumer and other38,0818538,166
Total$683,952$2,411,488$3,095,440

Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level, as well as within each product type. We measure and monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy of our allowance for credit losses.

Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting policies and practices, executed by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance. We design our practices to facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk classifications are an integral part of management’s assessment of the adequacy of our ACL. We periodically employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial institutions, we are subject to

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the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions and rising interest rates.

Nonperforming Assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

SBA Loans

During 2024, the Company sold 56 SBA 7(a) loans with government-guaranteed portions totaling approximately $18.3 million. The Company received gross proceeds of $19.6 million on the loans sold in 2024, resulting in a net gain on sale of $1.3 million.

During 2023, the Company sold 143 SBA 7(a) loans with government-guaranteed portions totaling approximately $36.5 million. The Company received gross proceeds of $38.4 million on the loans sold in 2023, resulting in a net gain on sale of $2.0 million.

Non-accrual Loans

Table 13 provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

Table 13: Nonperforming and Restructured Assets
(dollars in thousands)December 31, 2024December 31, 2023
Non-accrual loans
Real estate:
Commercial$1,750$1,893
Commercial:
Secured4872
Total non-accrual loans1,7981,965
Loans past due 90 days or more and still accruing
Total loans past due 90 days or more and still accruing
Total nonperforming loans1,7981,965
Real estate owned87
Total nonperforming assets$1,885$1,965
Performing LMs (not included above)$$
Allowance for credit losses to period end nonperforming loans2,101.78%1,752.70%
Nonperforming loans to loans held for investment0.05%0.06%
Nonperforming assets to total assets0.05%0.05%
Nonperforming loans plus performing LMs to loans held for investment0.05%0.06%

The ratio of nonperforming loans to loans held for investment was 0.05% at December 31, 2024, decreasing from 0.06% as of December 31, 2023.

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The ratio of the allowance for credit losses to period end nonperforming loans increased from 1,752.70% as of December 31, 2023 to 2,101.78% as of December 31, 2024. This increase was due to: (i) a 9.76% increase in the allowance for credit losses year-over-year; and (ii) an 8.50% decrease in nonperforming loans year-over-year.

Potential Problem Loans

We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing the adequacy of our ACL. All loans are grouped into a risk category at the time of origination. Commercial real estate loans over $2.0 million are reevaluated at least annually for proper classification in conjunction with our review of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment patterns, collateral condition, and other relevant information comes to our attention.

The banking industry defines loans graded substandard or doubtful as “classified” loans. Table 14 shows loans by credit quality risk rating as of the periods indicated.

Table 14: Gross Loans Held for Investment by Credit Quality Risk Rating
(dollars in thousands)PassWatchSubstandardDoubtfulTotal
December 31, 2024
Real estate:
Commercial$2,746,594$107,992$2,587$$2,857,173
Commercial land and development3,8493,849
Commercial construction111,318111,318
Residential construction4,5614,561
Residential32,77432,774
Farmland45,9481,29347,241
Commercial:
Secured156,38114,11948170,548
Unsecured27,55827,558
Consumer and other279,5759279,584
Total$3,408,558$123,404$2,644$$3,534,606
December 31, 2023
Real estate:
Commercial$2,658,504$25,023$1,892$$2,685,419
Commercial land and development15,55115,551
Commercial construction62,86362,863
Residential construction15,45615,456
Residential25,89325,893
Farmland51,66951,669
Commercial:
Secured150,45114,58672165,109
Unsecured23,85023,850
Consumer and other38,139151238,166
Total$3,042,376$39,624$1,976$$3,083,976

Loans designated as watch and substandard, which are not considered adversely classified, increased to $126.0 million at December 31, 2024 from $41.6 million at December 31, 2023. The increase related primarily to an $83.8 million increase in loans designated as watch for loans which have indicators of deficient loan quality and potential significant issues which are expected to be temporary in nature. There were no loans with doubtful risk grades at December 31, 2024 or December 31, 2023.

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Allowance for Credit Losses

The allowance for credit losses is established through a provision for credit losses charged to operations. Provisions are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for credit losses.

The allowance for credit losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

At December 31, 2024, the Company’s allowance for credit losses was $37.8 million, compared to $34.4 million at December 31, 2023. The $3.4 million increase in the allowance is due to a $7.5 million provision for credit losses, partially offset by net charge-offs of $4.1 million during the year ended December 31, 2024, mainly attributable to commercial and industrial loans, during the same period.

While the entire allowance for credit losses is available to absorb losses from any and all loans, Table 15 represents management’s allocation of our allowance for credit losses by loan category, and the balance of loans in each category as a percentage of total loans, for the periods indicated.

Table 15: Allocation of the Allowance for Credit Losses
December 31, 2024December 31, 2023
(dollars in thousands)Allowance for Credit Losses% of Loans to Total LoansAllowance for Credit Losses% of Loans to Total Loans
Real estate:
Commercial$25,86480.75%$29,01586.76%
Commercial land and development780.11%1780.50%
Commercial construction2,2683.15%7182.03%
Residential construction640.13%890.50%
Residential2700.93%1510.84%
Farmland6071.34%3991.67%
Commercial:
Secured5,8664.91%3,3145.70%
Unsecured2780.78%1890.77%
Consumer and other2,4967.90%3781.23%
Total$37,791100.00%$34,431100.00%

The ratio of allowance for credit losses to total loans held for investment was 1.07% at December 31, 2024, as compared to 1.12% at December 31, 2023.

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Table 16 provides information on the activity within the allowance for credit losses as of and for the periods indicated.

Table 16: Activity Within the Allowance for Credit Losses
As of and for the year ended
December 31, 2024December 31, 2023
(dollars in thousands)Activity% of Average Loans Held for InvestmentActivity% of Average Loans Held for Investment
Average loans held for investment$3,276,841$2,937,899
Allowance for credit losses$34,431$28,389
Effect of adoption of ASC 3265,262
Net (charge-offs) recoveries:
Commercial:
Secured(4,042)(0.12)%(3,073)(0.10)%
Unsecured(41)%(6)%
Consumer and other(7)%(111)%
Net charge-offs(4,090)(0.12)%(3,190)(0.11)%
Provision for credit losses7,4503,970
Allowance for credit losses$37,791$34,431
Loans held for investment$3,532,686$3,081,719
Allowance for credit losses to loans held for investment1.07%1.12%

The allowance for credit losses to loans held for investment decreased from 1.12% as of December 31, 2023 to 1.07% as of December 31, 2024. Net charge-offs as a percent of average loans held for investment increased from 0.11% to 0.12% for the years ended December 31, 2023 and December 31, 2024, respectively.

Liabilities

During 2024, total liabilities increased by $349.3 million from $3.3 billion at December 31, 2023 to $3.7 billion at December 31, 2024. This increase was primarily attributable to an increase in deposits of $531.1 million, partially offset by a decrease in other borrowings of $170.0 million. The $531.1 million increase in deposits was largely due to increases in money market, time, and non-interest-bearing demand deposits of $242.9 million, $203.6 million, and $91.5 million, respectively, partially offset by decreases in interest-bearing transaction and savings deposits of $5.1 million and $1.8 million, respectively.

Deposits

Representing 97.30% of our total liabilities as of December 31, 2024, deposits are our primary source of funding for our business operations.

Total deposits increased by $531.1 million, or 17.55%, to $3.6 billion at December 31, 2024 from $3.0 billion as of December 31, 2023. Deposit increases were primarily attributable to an increase in the number of new relationships, as well as normal fluctuations in our existing accounts. Non-interest-bearing deposits increased by $91.5 million in 2024 to $922.6 million, and represented 25.93% of total deposits at December 31, 2024, compared to 27.46% of total deposits at December 31, 2023. Our loan to deposit ratio was 99.38% at December 31, 2024, compared to 102.19% at December 31, 2023. We closely monitor the loan to deposit ratio for purposes of both operational objectives and regulatory capital compliance. We intend to continue to operate our business with close monitoring of the loan to deposit ratio.

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Table 17 summarizes our deposit composition by average deposits and average rates paid for the periods indicated.

Table 17: Deposit Composition by Average Balances and Average Rates Paid
For the year ended
December 31, 2024December 31, 2023
(dollars in thousands)Average AmountAverage Rate Paid% of Total DepositsAverage AmountAverage Rate Paid% of Total Deposits
Interest-bearing transaction accounts$298,1371.58%9.24%$312,9441.06%10.67%
Money market and savings accounts1,657,6133.46%51.37%1,403,5992.64%47.85%
Time accounts412,0074.94%12.77%372,5574.71%12.70%
Demand accounts858,789%26.62%844,057%28.78%
Total deposits$3,226,5462.56%100.00%$2,933,1571.97%100.00%

Uninsured and uncollateralized deposits totaled $1.2 billion and $1.0 billion at December 31, 2024 and 2023, respectively.

As of December 31, 2024, our 49 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.8 billion, or 50.35% of our total deposits. The average age on deposit relationships of more than $5.0 million was approximately 9.13 years. As of December 31, 2023, our 40 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.5 billion, or 49.80% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and have helped to continue to grow our deposit base. Table 18 shows the entity types making up our large deposit relationships at the dates indicated.

Table 18: Composition of Large Deposit Relationships
(dollars in thousands)December 31, 2024December 31, 2023
Municipalities$674,094$693,685
Non-profits211,480188,252
Businesses605,894525,193
Brokered deposits299,961100,128
Total$1,791,429$1,507,258

Our largest single deposit relationship at December 31, 2024 related to brokered deposits. The balance for this customer was $300.0 million, or approximately 8.43% of total deposits as of December 31, 2024. At December 31, 2023, our largest single deposit relationship related to a government agency and had a balance of $260.0 million, or 8.59% of total deposits as of December 31, 2023. As our demand deposits fluctuate, we have purchased brokered deposits as needed to supplement liquidity. We do not consider brokered deposits as core deposits, but as another deposit funding source for our loan growth.

Table 19 sets forth the maturity of time deposits as of December 31, 2024.

Table 19: Scheduled Maturities of Time Deposits
(dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
Remaining maturity:
Three months or less$299,572$306,005$605,577$293,361
Over three through six months27,33816,16443,50223,838
Over six through twelve months14,8142,98217,79610,313
Over twelve months2,4058743,2791,156
Total$344,129$326,025$670,154$328,668

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FHLB Advances and Other Borrowings

From time to time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There were no borrowings outstanding as of December 31, 2024 and borrowings of $170.0 million outstanding from the FHLB as of December 31, 2023.

In 2022, we issued subordinated notes of $75.0 million. This debt was issued to investors in private placement transactions. See Note 9, Long Term Debt and Other Borrowings, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding these subordinated notes. The proceeds of the notes qualify as Tier 2 capital for the Company under the regulatory capital rules of the federal banking agencies.

Table 20 is a summary of our outstanding subordinated notes as of December 31, 2024.

Table 20: Subordinated Notes Outstanding
(dollars in thousands)Issuance DateAmount of NotesPrepayment RightMaturity Date
Subordinated notesAugust 2022$75,000August 17, 2027September 1, 2032
Fixed at 6.00% through September 1, 2027, then three-month Term SOFR plus 329.0 basis points (7.93% as of December 31, 2024) through maturity

Shareholders’ Equity

Shareholders’ equity totaled $396.6 million at December 31, 2024 and $285.8 million at December 31, 2023. The increase in shareholders’ equity was primarily a result of $80.9 million of additional common stock issued and outstanding in 2024 and net income recognized of $45.7 million, partially offset by $16.2 million in cash dividends paid during the period.

Liquidity and Capital Resources

Liquidity Management

We manage liquidity based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank, the FDIC evaluates our liquidity on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds, and the ability to convert assets into cash. Changes in economic conditions or exposure to borrower credit quality, capital markets, and operational, legal, or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated notes. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company, including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory approval. Under the California Financial Code, payment of a dividend from the Bank to the Company without advance regulatory approval is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include effective corporate governance, consisting of

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oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems, including stress tests, that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, Federal Reserve Discount Window advances, FHLB advances, and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB and the Federal Reserve Discount Window, and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from established federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities.

In addition, we have a shelf registration statement on file with the SEC registering $250.0 million for any combination of equity or debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, and units in one or more offerings. Specific information on the terms of any securities being offered, including the expected use of proceeds from the sale of such securities, are provided at the time of the offering. In April 2024, we sold an aggregate of 3,967,500 shares of our common stock at a price of $21.75 per share in a public offering (the “2024 Public Offering”), for net proceeds to us, after deducting underwriting discounts and commissions and offering expenses payable by us, of approximately $80.9 million, to be used for general corporate purposes and to support continued growth, including through investments in the Bank to pursue growth opportunities, and for working capital. The 2024 Public Offering used approximately $86.3 million of our shelf registration statement on file with the SEC, leaving approximately $163.7 million available for future offerings.

Sources and Uses of Cash

Our executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process. Generally speaking, our principal funding source is cash from deposits, and our principal uses of cash include funding of loans, operating expenses, income taxes, and dividend payments, as described below. As of December 31, 2024, management believes the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs. In addition, in April 2024, the Company closed the 2024 Public Offering. The proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses payable by the Company, were approximately $80.9 million, providing additional cash to support the Company’s ongoing operating needs.

Based on our current capital allocation objectives, during 2025, we project spending $0.7 million related to continued build-out of our IT systems and processes and allocating $17.1 million of cash for dividends on our common stock.

For the 12-month period ending December 31, 2025, we project that our fixed commitments could potentially include: (i) approximately $433.6 million to fund off-balance sheet commitments outstanding at December 31, 2024; (ii) $7.6 million for IT services, IT support, and compliance expenditures; and (iii) $1.6 million for operating leases. In future years, we expect that our main sources and uses of cash will relate primarily to regular operating activities.

Loans

Loans are a significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments, changes in interest rates, the general economic environment, competition, and the political environment.

During the year ended December 31, 2024, we had cash outflows of $442.8 million in loan originations and advances, net of principal collected, and $21.7 million in loans originated for sale.

Additionally, in the ordinary course of business, we enter into commitments to extend credit, such as commitments to fund new loans and undisbursed construction funds. While these commitments represent contractual cash requirements, a

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portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At December 31, 2024, off-balance sheet commitments totaled $433.6 million. We expect to fund these commitments to the extent utilized primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest income and net interest margin.

Our deposits are primarily made up of money market, interest-bearing transaction, time, and non-interest-bearing demand deposits. Aside from commercial and business clients, a significant portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing and amount of customer deposits, changes in market rates, and collateral availability.

During the year ended December 31, 2024, we had cash inflows related to an increase in deposits of $531.1 million.

During the twelve months following December 31, 2024, approximately $666.9 million of time deposits are expected to mature, which includes $300.0 million of brokered deposits. In addition, we expect $3.3 million of time deposits to mature through 2029. These deposits may or may not renew due to general competition. We expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis on local deposits and our San Francisco Bay Area expansion provide a stable funding base.

At December 31, 2024, cash and cash equivalents represented 9.90% of total deposits.

Investment Securities

Our investment securities totaled $100.9 million at December 31, 2024. Mortgage-backed securities and obligations of states and political subdivisions comprised 50.10% and 39.50% of our investment portfolio, respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment speed and interest rate environment, we expect to receive approximately $8.0 million from our securities over the next twelve months. In future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

During the year ended December 31, 2024, we had cash proceeds from sales, maturities, calls and prepayments of securities of $8.4 million. Additionally, at December 31, 2024, securities available-for-sale totaled $98.2 million, of which $95.1 million has been pledged as collateral for borrowings and other commitments.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2024 include both current and long-term obligations. Under our operating leases as discussed in Note 15, Commitments and Contingencies, we have a current obligation of $1.6 million and a long-term obligation of $6.6 million. We also have a current obligation of $666.9 million and a long-term obligation of $3.3 million related to time deposits, as discussed in Note 8, Interest-Bearing Deposits. We have net subordinated notes of $73.9 million, all of which are long-term obligations. Finally, we have one significant contract for core processing services. While the actual obligation is unknown and dependent on certain factors, including volume and activity, when using our 2024 average monthly expense extrapolated over the remaining life of the contract, we estimate that our current obligation under this contract is $0.9 million. We do not have a long-term obligation under this contract until it is renewed.

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Total Liquidity

Total liquidity (consisting of cash and cash equivalents and unused and immediately available borrowing capacity as set forth in Table 21) was approximately $1.9 billion as of December 31, 2024.

Table 21: Total Liquidity
December 31, 2024
(dollars in thousands)Line of CreditLetters of Credit IssuedBorrowingsAvailable
FHLB advances$1,212,209$701,500$$510,709
Federal Reserve Discount Window862,136862,136
Correspondent bank lines of credit175,000175,000
Cash and cash equivalents352,343
Total$2,249,345$701,500$$1,900,188

FHLB Financing

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31, 2024, the Bank had no outstanding FHLB financing borrowings and a total financing availability of $510.7 million, net of letters of credit issued of $701.5 million.

Federal Reserve Discount Window

The Company has the ability to borrow from the Federal Reserve Discount Window when necessary. At December 31, 2024, the Bank had no outstanding Federal Reserve Discount Window borrowings and a total financing availability of $862.1 million.

Correspondent Bank Lines of Credit

At December 31, 2024, the unused and available amount for borrowing from correspondent bank lines of credit was $175.0 million.

Dividends

A use of liquidity for the Company is shareholder dividends. Bancorp paid dividends to its shareholders totaling $16.2 million during the year ended December 31, 2024.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock, subject to our board of directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Assuming continued payment during 2025 at a rate of $0.20 per share, our average total dividend paid each quarter would be approximately $4.3 million based on the number of currently outstanding shares if there are no increases or decreases in the number of shares, and given that unvested RSAs share equally in dividends with outstanding common stock.

Impact of Inflation

Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

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Historical Information

Table 22 summarizes our consolidated cash flow activities.

Table 22: Consolidated Cash Flow Activities
(dollars in thousands)For the year ended December 31,$ Change
20242023
Net cash provided by operating activities$51,786$38,914$12,872
Net cash used in investing activities(446,744)(279,278)(167,466)
Net cash provided by financing activities425,725301,949123,776

Operating Activities

Net cash provided by operating activities increased by $12.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to lower loans originated for sale, higher interest receivable and other assets, and a higher provision for credit losses. These sources of cash were partially offset by lower proceeds from sale of loans. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of interest expense, accounts payable, and bonuses.

For additional information about our operating results, see “Results of Operations” above.

Investing Activities

Net cash used in investing activities increased by $167.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to higher originations of loans held for investment, net of repayments, and higher investments in low income housing tax credits.

Financing Activities

Net cash provided by financing activities increased by $123.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in deposits and proceeds from the 2024 Public Offering, partially offset by payments on other borrowings.

Capital Adequacy

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for credit losses, our geographic and industry concentrations, and other risk factors on our balance sheet, including interest rate sensitivity.

Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements as set forth in Tables 23 and 24 can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements.

Under federal regulations implementing the Basel III framework, the Bank is subject to minimum risk-based and leverage capital requirements. The Bank is also subject to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. Capital amounts for Bancorp and the Bank, and the Bank’s prompt corrective action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. As of December 31, 2024, both Bancorp and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized” under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios required for it to be considered a well-capitalized bank holding company.

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The capital adequacy ratios as of December 31, 2024 and 2023 for Bancorp and the Bank are presented in Tables 23 and 24. As of December 31, 2024 and 2023, Bancorp’s Tier 2 capital included subordinated notes, which were not included at the Bank level. Eligible amounts of subordinated notes included in Tier 2 capital will be phased out by 20% per year beginning five years before the maturity date of the notes.

Table 23: Capital Ratios for Bancorp
(dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2024
Total capital (to risk-weighted assets)$519,72213.99%$332,6228.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$409,51411.02%$222,9406.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$409,51411.02%$167,2054.50%N/AN/A
Tier 1 leverage$409,51410.05%$162,9604.00%N/AN/A
December 31, 2023
Total capital (to risk-weighted assets)$404,82912.30%$259,0908.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$298,7499.07%$197,5346.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$298,7499.07%$148,1504.50%N/AN/A
Tier 1 leverage$298,7498.73%$136,9534.00%N/AN/A
Table 24: Capital Ratios for the Bank
(dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2024
Total capital (to risk-weighted assets)$504,89613.59%$297,2168.00%$371,52010.00%
Tier 1 capital (to risk-weighted assets)$468,58412.61%$222,9126.00%$297,2168.00%
Common equity tier 1 capital (to risk-weighted assets)$468,58412.61%$167,1844.50%$241,4886.50%
Tier 1 leverage$468,58411.50%$162,9424.00%$203,6775.00%
December 31, 2023
Total capital (to risk-weighted assets)$392,11411.93%$262,9478.00%$328,68410.00%
Tier 1 capital (to risk-weighted assets)$359,78310.95%$197,2116.00%$262,9478.00%
Common equity tier 1 capital (to risk-weighted assets)$359,78310.95%$147,9084.50%$213,6456.50%
Tier 1 leverage$359,78310.52%$136,7574.00%$170,9465.00%
Column 1Column 2
1The listed capital adequacy ratios exclude capital conservation buffers.

Recent Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not yet adopted by us as of December 31, 2024, see Note 2, Recently Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

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Non-GAAP Financial Measures

Some of the financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements of shareholders’ equity, or statements of cash flows.

Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other companies each calculate non-GAAP financial measures when making comparisons.

FY 2023 10-K MD&A

SEC filing source: 0001275168-24-000061.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents management’s perspective on our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. This discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes presented elsewhere in this

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Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Part I, Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp (“Bancorp” or the “Company”) is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank, a California state-chartered non-member bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through seven branch offices. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At December 31, 2023, we had total assets of $3.6 billion, total loans held for investment, net of allowance for credit losses, of $3.0 billion, and total deposits of $3.0 billion.

Key Factors Affecting our Business

Interest Rates

Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits, and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates have risen significantly following the historically low levels during the COVID-19 pandemic. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the Federal Reserve announced in January 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The Federal Open Market Committee (“FOMC”) has since increased the target range eleven times throughout 2022 and 2023. As of December 31, 2023, the target range for the federal funds rate had been increased to 5.25% to 5.50%, and the FOMC signaled that it may be appropriate to lower interest rates in 2024 as part of a strategy to return inflation to normalized levels.

We anticipate that interest rates may be lowered over the next few years. Based on our liability sensitivity, a steepened yield curve could have a beneficial impact on our net interest income. Additionally, a continued flat yield curve would be expected to maintain our net interest income.

Factors Affecting Comparability of Financial Results

S Corporation Status

Beginning at our inception, we elected to be taxed for U.S. federal income tax purposes as an S Corporation. In conjunction with our IPO, we filed consents from the requisite amount of our shareholders to revoke our S Corporation election with the IRS, resulting in the commencement of our taxation as a C Corporation for U.S. federal and California state income tax purposes in the second quarter of fiscal year 2021. Prior to such revocation, our earnings were not subject to and we did not

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pay U.S. federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal income tax in our consolidated financial statements. While we were not subject to and did not pay U.S. federal income tax, we were subject to and paid California S Corporation income tax at a current rate of 3.50%. Upon the termination of our status as an S Corporation, we commenced paying U.S. federal income tax and a higher California state income tax on our taxable earnings for each year (including the short year beginning on the date our status as an S Corporation terminated), and our consolidated financial statements reflect a provision for U.S. federal income tax and a higher California state income tax from that date forward. As a result of this change, the net income and EPS data presented in our historical financial statements for periods prior to the termination of our S Corporation status and the other related financial information set forth in this filing, which (unless otherwise specified) do not include any provision for U.S. federal income tax or the higher California state income tax rate, will not be comparable with our net income and EPS in periods after we commenced being taxed as a C Corporation. As a C Corporation, our net income is calculated by including a provision for U.S. federal income tax and a higher state income tax rate at a combined statutory rate of 29.22%.

The termination of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we made quarterly cash distributions to our shareholders in amounts estimated by us to be sufficient for them to pay estimated individual U.S. federal and California state income tax liabilities resulting from our taxable income that was “passed through” to them. However, these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders’ estimated U.S. federal and California state income tax liabilities resulting from their ownership of our stock. In addition, these estimates were based on individual income tax rates, which may differ from the rates imposed on the income of C Corporations. As a C Corporation, no income is “passed through” to any shareholders, but, as noted above, we commenced paying U.S. federal income tax and a higher California state income tax. However, in the event of an adjustment to our reported taxable income for periods prior to the termination of our S Corporation status, it is possible that our pre-IPO shareholders would be liable for additional income taxes for those prior periods. Pursuant to the Tax Sharing Agreement we entered into with such shareholders, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S Corporation, depending on the nature of the adjustment, we may be required to make a payment to such shareholders, who accepted distribution of the estimated balance of our federal AAA of $31.9 million under the Tax Sharing Agreement, in an amount equal to such shareholders’ incremental tax liability (including interest and penalties). In addition, the Tax Sharing Agreement provides that we will indemnify such shareholders with respect to unpaid income tax liabilities (including interest and penalties) to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S Corporation status terminated. The amounts that we have historically distributed to our shareholders may not be indicative of the amount of U.S. federal and California state income tax that we will be required to pay going forward. Depending on our effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely affected compared to our historical cash flows and financial condition.

Furthermore, deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized in net income in the year ended December 31, 2021.

Allowance for Credit Losses

On January 1, 2023, the Company adopted ASC 326, which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model applies to estimated credit losses on loans receivable, held-to-maturity debt securities, unfunded loan commitments, and certain other financial assets measured at amortized cost. Under ASC 326, available-for-sale debt securities are evaluated for impairment if fair value is less than amortized cost, with any estimated credit losses recorded through a credit loss expense and an allowance, rather than a write-down of the investment. Changes in fair value that are not credit-related will continue to be recorded in other comprehensive income. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model. For further information, please see Note 2, Recently Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

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Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenue, and expenses. We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present consolidated financial condition and results of operations. These policies and estimates are considered critical because they have a material impact, or they have the potential to have a material impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions, or estimates. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

Allowance for Credit Losses

The allowance for credit losses represents the estimated probable credit losses in our loan and investment portfolios and is estimated as of December 31, 2023 using CECL. The allowance for credit losses as of December 31, 2022 was estimated using the incurred loss model. The allowance for credit losses is established through a provision for credit losses charged to operations. Loans and investments are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for credit losses.

The allowance for credit losses is evaluated on a regular basis by management in consideration of optimistic, moderate, and pessimistic current conditions, and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions specifically impacting each loan type by purpose and by geography, and concentrations within the loan portfolio. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

A significant amount of the allowance for credit losses is measured on a collective (pool) basis by loan and investment security type when similar risk characteristics exist. Pools are determined based primarily on regulatory reporting codes as the loans and investment securities within each pool share similar risk characteristics and there is sufficient historical peer loss data from the FFIEC to provide statistically meaningful support in the models developed. Reserves for credit losses identified on a pooled basis are then adjusted for qualitative and other environmental factors to reflect current conditions. The most significant components of qualitative and environmental factors used to estimate the allowance for credit losses are adjustments relating to prevailing economic conditions, concentrations within the loan portfolio, and external factors. The prevailing economic conditions factor is estimated based on a range of potential economic conditions and is applied at both the portfolio and individual concentration level based on various factors. This estimate is subject to significant judgment and could potentially add $1.0 million based on existing loan balances, if not more, to the allowance for credit losses in pessimistic economic conditions. The concentrations within the loan portfolio factor is estimated based on significant concentrations within the loan portfolio. This estimate is subject to significant judgment and could potentially add $4.8 million based on existing loan balances, if not more, to the allowance for credit losses based on a pessimistic market outlook for the specifically identified concentrations. The external factor is estimated based on current external factors, including environmental factors, which could impact the loan portfolio. This estimate is subject to significant judgment and could potentially add $3.9 million based on existing loan balances, if not more, to the allowance for credit losses based on a pessimistic external factors.

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Executive Summary

Our strategic focus is to continue to grow organically by leveraging our existing core competencies and positioning our business for success in the evolving banking landscape. In leveraging our core competencies, we intend to:

•continue our organic lending growth in our market through our “purpose-driven and integrity-centered” approach to banking;

•continue to focus on and grow each of the diverse industry clusters throughout our market areas;

•build upon the strength of our brand to deepen and broaden client relationships and grow our deposit base;

•attract additional banking professionals with track records of driving revenue growth;

•maintain our disciplined credit underwriting and robust risk management;

•enhance our disciplined cost management culture;

•leverage our technology platforms to improve our efficiency; and

•further engage in the economic development of our communities and market areas.

Highlights of the financial results are presented in the following tables:

(dollars in thousands)December 31, 2023December 31, 2022
Selected financial condition data:
Total assets$3,593,125$3,227,159
Total loans held for investment3,081,7192,791,326
Total deposits3,026,8962,782,004
Total subordinated notes, net73,74973,606
Total shareholders’ equity285,774252,825
Asset quality ratios:
Allowance for credit losses to total loans held for investment1.12%1.02%
Allowance for credit losses to period end nonperforming loans17.53x70.27x
Non-accrual loans to period end loans0.06%0.01%
Capital ratios:
Total capital (to risk-weighted assets)12.30%12.46%
Tier 1 capital (to risk-weighted assets)9.07%8.99%
Common equity Tier 1 capital (to risk-weighted assets)9.07%8.99%
Tier 1 leverage8.73%8.60%
Total shareholders’ equity to total assets7.95%7.83%
Tangible shareholders’ equity to tangible assets17.95%7.83%

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(dollars in thousands, except share and per share data)For the year ended
December 31, 2023December 31, 2022
Selected operating data:
Net interest income$110,880$103,070
Provision for credit losses4,0006,700
Non-interest income7,5117,157
Non-interest expense47,77540,669
Net income47,73444,801
Earnings per common share:
Basic$2.78$2.61
Diluted$2.78$2.61
Book value per share$16.56$14.66
Tangible book value per share2$16.56$14.66
Weighted average basic common shares outstanding17,166,59217,128,282
Weighted average diluted common shares outstanding17,187,96917,165,610
Shares outstanding at end of period17,256,98917,241,926
Performance and other financial ratios:
ROAA1.44%1.57%
ROAE17.85%18.80%
Net interest margin3.42%3.75%
Cost of funds2.10%0.57%
Efficiency ratio40.35%36.90%
Average equity to average assets8.05%8.38%
Cash dividend payout ratio on common stock326.98%40.23%

1Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

2Tangible book value per share is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

3Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic earnings per common share.

RESULTS OF OPERATIONS

The following discussion of our results of operations compares the year ended December 31, 2023 to the year ended December 31, 2022.

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Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, FHLB advances, subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields/rates on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by total interest-earning assets for the same period. We manage our earning assets and funding sources in order to maximize this margin while limiting credit risk and interest rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Net interest income increased by $7.8 million, or 7.58%, for the year ended December 31, 2023, compared to the year ended December 31, 2022, while our net interest margin decreased 33 basis points during the same period. The contraction of our net interest margin was primarily due to increased rates paid on interest-bearing liabilities in excess of increased yields earned on interest-earning assets. These changes relate to changes in the effective Federal Funds rate in each period. Additional detail relating to net interest margin in each period is provided below.

Average balance sheet, interest, and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yield earned or rate paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

(dollars in thousands)For the year ended December 31, 2023For the year endedDecember 31, 2022
Average BalanceInterest Income/ExpenseAverage Yield/RateAverage BalanceInterest Income/ExpenseAverage Yield/Rate
Assets
Interest-earning deposits with banks1$184,103$9,0694.93%$260,679$3,6961.42%
Investment securities1,2113,5152,6002.29%131,3532,4271.85%
Loans held for investment and sale1, 32,947,603162,7135.52%2,353,148111,7954.75%
Total interest-earning assets13,245,221174,3825.37%2,745,180117,9184.30%
Interest receivable and other assets, net475,74199,946
Total assets$3,320,962$2,845,126
Liabilities and shareholders’ equity
Interest-bearing transaction accounts1$312,944$3,3211.06%$242,221$4250.18%
Savings accounts1140,0603,0732.19%107,0103760.35%
Money market accounts11,263,53933,9322.69%995,0486,4760.65%
Time accounts1372,55717,5354.71%203,3923,6461.79%
Subordinated notes and other borrowings193,2795,6416.05%61,5333,9256.38%
Total interest-bearing liabilities2,182,37963,5022.91%1,609,20414,8480.92%
Demand accounts844,057982,915
Interest payable and other liabilities27,12714,709
Shareholders’ equity267,399238,298
Total liabilities & shareholders’ equity$3,320,962$2,845,126
Net interest spread52.46%3.38%
Net interest income/margin6$110,8803.42%$103,0703.75%

1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on fair value. Investment security interest is earned on a 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

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3Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs. Allowance for credit losses is not included in total loan balances.

4Allowance for credit losses is included in interest receivable and other assets, net.

5Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

6Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average yields/rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average yield/rate. The effect of rate changes is calculated by multiplying the change in average yield/rate by the previous period’s volume. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

(dollars in thousands)For the year ended December 31, 2023 compared to the year ended December 31, 2022
Variance due to
VolumeYield/RateTotal
Interest-earning deposits with banks$(3,772)$9,145$5,373
Investment securities(409)582173
Loans held for investment and sale32,81418,10450,918
Total interest-earning assets28,63327,83156,464
Interest-bearing transaction accounts7502,1462,896
Savings accounts7251,9722,697
Money market accounts7,21020,24627,456
Time accounts7,9625,92713,889
Subordinated notes and other borrowings1,920(204)1,716
Total interest-bearing liabilities18,56730,08748,654
Changes in net interest income/margin$10,066$(2,256)$7,810

Net interest income during the year ended December 31, 2023 increased $7.8 million compared to the year ended December 31, 2022. Net interest margin decreased 33 basis points compared to the prior year. The increase in net interest income is primarily attributable to an additional $50.9 million in interest income on loans due to increases in interest rates and average balances compared to the prior year. The average yield on loans increased 77 basis points compared to the prior year, while average balances increased 25.26%. The increase in interest income was partially offset by an increase in total interest expense of $48.7 million, which is primarily attributable to an additional $46.9 million in deposit interest expense due to increases in interest rates and average balances compared to the prior year. The cost of interest-bearing deposits increased 206 basis points compared to the prior year, while average balances increased 34.98%. In addition, the average balance of non-interest-bearing deposits decreased by $138.9 million year-over-year.

Provision for Credit Losses

The provision for credit losses is based on management’s assessment of the adequacy of our allowance for credit losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings in order to maintain our allowance for credit losses, which reflects management’s best estimate of forecasted life of credit losses inherent in our loan portfolio at the balance sheet date.

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Beginning January 1, 2023, we adopted ASC 326, which replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. The CECL model calculates reserves over the life of a financial instrument and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions. Under the CECL model, the calculated allowance for credit losses was $5.3 million higher on January 1, 2023 than the allowance under the incurred loss model. Utilizing CECL may have an impact on our allowance for credit losses going forward and may result in a lack of comparability between the 2022 and 2023 periods.

We recorded a $4.0 million provision for credit losses in the year ended December 31, 2023, compared to a $6.7 million provision for credit losses for the year ended December 31, 2022. The provision expense declined year-over-year due to the $5.3 million adjustment to the allowance for credit losses recorded in connection with the adoption of CECL. As such, the provision expense required based on the CECL model was lower for the year ended December 31, 2023, as the adoption true-up entry was recorded on January 1, 2023. The provision recorded is primarily due to loan growth, loan type mix, and updates in the macroeconomic environment.

Non-interest Income

Non-interest income is a secondary contributor to our net income. Non-interest income consists of service charges on deposit accounts, net gain on sale of securities, gain on sale of loans, loan-related fees, FHLB stock dividends, earnings on BOLI, and other income.

The following table details the components of non-interest income for the periods indicated.

(dollars in thousands)For the year ended$ Change% Change
December 31, 2023December 31, 2022
Service charges on deposit accounts$575$467$10823.13%
Net gain (loss) on sale of securities(167)5(172)(3,440.00)%
Gain on sale of loans1,9522,934(982)(33.47)%
Loan-related fees1,7192,207(488)(22.11)%
FHLB stock dividends97054642477.66%
Earnings on BOLI5104129823.79%
Other income1,9525861,366233.11%
Total non-interest income$7,511$7,157$3544.95%

Service charges on deposit accounts. The increase related to individually immaterial increases in fees earned for services and products to support deposit accounts including, but not limited to, service charges, wire transfer fees, check order fees, and debit card income.

Net gain (loss) on sale of securities. The increase in the net loss on sale of securities resulted from the sale of two municipal securities with a par value of approximately $0.8 million for a loss of approximately $0.2 million during the year ended December 31, 2023, compared to the sale of approximately $1.6 million of municipal securities, resulting in a gain of $5.0 thousand during the year ended December 31, 2022.

Gain on sale of loans. The decrease related primarily to an overall decline in the volume of loans sold during the year ended December 31, 2023, compared to the year ended December 31, 2022. During the year ended December 31, 2023, approximately $36.5 million of loans were sold with an effective yield of 5.35%, as compared to approximately $50.8 million of loans sold with an effective yield of 5.78% during the year ended December 31, 2022.

Loan-related fees. The decrease was primarily a result of: (i) a decrease of $0.6 million in swap referral fees and (ii) a decrease of $0.2 million in loan fee income earned on various loan types and services. These decreases were partially offset by: (i) a $0.2 million increase in rate lock fees earned and (ii) a $0.1 million increase in income earned from the credit card program recognized during the year ended December 31, 2023, compared to the year ended December 31, 2022.

FHLB stock dividends. The increase primarily relates to an increase in the number of FHLB Class B shares held for the year ended December 31, 2023, compared to the year ended December 31, 2022 combined with an overall increase in the annualized dividend rates earned year-over-year.

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Other income. The increase resulted primarily from a $1.7 million gain recorded on distributions received on investments in venture-backed funds during the year ended December 31, 2023, compared to a $0.4 million gain recognized during the year ended December 31, 2022.

Non-interest Expense

Non-interest expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest expense, we closely monitor the Company’s efficiency ratio, which is calculated as non-interest expense divided by the sum of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more efficiently in order to reduce our non-interest expense over time as a percentage of our revenue, while continuing to achieve growth in total loans and assets.

Over the past several years, we have invested significant resources in personnel, technology, and infrastructure. As we execute initiatives based on growth, we expect non-interest expense to grow. Non-interest expense has increased throughout the periods presented below; however, we expect our efficiency ratio will improve going forward due, in part, to our past investment in infrastructure.

The following table details the components of non-interest expense for the periods indicated.

(dollars in thousands)For the year ended$ Change% Change
December 31, 2023December 31, 2022
Salaries and employee benefits$27,097$22,571$4,52620.05%
Occupancy and equipment2,2182,0591597.72%
Data processing and software4,0153,09192429.89%
FDIC insurance1,55785070783.18%
Professional services2,5752,4671084.38%
Advertising and promotional2,4031,90849525.94%
Loan-related expenses1,1921,287(95)(7.38)%
Other operating expenses6,7186,4362824.38%
Total non-interest expense$47,775$40,669$7,10617.47%

Salaries and employee benefits. The increase was the result of: (i) a $3.2 million increase in salaries, insurance, and benefits, of which approximately $1.2 million related to 10 new employees hired to support expansion into the San Francisco Bay Area and the remainder of the increase related to increased pay rates and promotions for existing employees; (ii) a $2.7 million decrease in loan origination costs due to lower production; and (iii) a $0.3 million increase in bonus expense due to an increase in the base salaries and number of employees eligible for bonuses in 2023. The increase was partially offset by a $1.8 million decline in commissions expense due to lower production during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Occupancy and equipment. The increase was the result of a $0.1 million increase in rent expense related to temporary office space to support our expansion into the San Francisco Bay Area during the second half of 2023 and a new office lease to support back office staff beginning during the fourth quarter of 2023.

Data processing and software. The increase related to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

FDIC insurance. The increase related primarily to a final rule adopted by the FDIC to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023. FDIC insurance also increased for the year ended December 31, 2023, compared to the year ended December 31, 2022 due to a $266.4 million increase in the assessment base period-over-period.

Professional services. The increase was due to a $0.5 million increase in audit, IT support, and other consulting fees for services provided for the year ended December 31, 2023, compared to the year ended December 31, 2022. This was partially offset by a decline of $0.3 million relating to: (i) $0.2 million of lower legal fees incurred relating to the

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subordinated note offering and redemptions completed in 2022, which did not recur in 2023, and (ii) $0.1 million of lower recruiting fees incurred for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Advertising and promotional. The increase was primarily due to an increased customer base and an increase in the number of Business Development Officers as of December 31, 2023, compared to December 31, 2022.

Other operating expenses. The increase is primarily related to: (i) a $0.3 million increase in IntraFi Network fees resulting from an overall increase in balances carried in the network; (ii) a $0.1 million increase in bank charges due to increased activity; (iii) a $0.1 million increase in insurance expenses; and (iv) a $0.1 million net increase in travel, conferences, memberships, and subscription expenses incurred. These increases were partially offset by $0.3 million of subordinated note issuance costs recognized as an other expense upon redemption of the subordinated notes in December 2022, which did not recur during the year ended December 31, 2023.

Provision for Income Taxes

Provision for income taxes increased by $0.8 million, or 4.57%, to $18.9 million for the year ended December 31, 2023, compared to $18.1 million for the year ended December 31, 2022. This increase is due to an increase in pre-tax income, partially offset by a decline in the effective tax rate for each period, from 28.73% to 28.34% for the years ended December 31, 2022 and December 31, 2023, respectively. The lower effective tax rate period-over-period related to multi-state tax return filings for the Company since its inception as a C Corporation.

FINANCIAL CONDITION SUMMARY

The following discussion compares our financial condition as of December 31, 2023 to our financial condition as of December 31, 2022. The following table summarizes selected components of our consolidated balance sheet as of December 31, 2023 and December 31, 2022.

(dollars in thousands)December 31, 2023December 31, 2022
Total assets$3,593,125$3,227,159
Cash and cash equivalents321,576259,991
Total investments111,160119,744
Loans held for investment3,081,7192,791,326
Total deposits3,026,8962,782,004
Subordinated notes, net73,74973,606
Total shareholders’ equity285,774252,825

Total Assets

At December 31, 2023, total assets were $3.6 billion, an increase of $366.0 million from $3.2 billion at December 31, 2022, primarily due to increases in total loans held for investment of $290.4 million and cash and cash equivalents of $61.6 million, partially offset by a $8.6 million decrease in investments.

Cash and Cash Equivalents

Total cash and cash equivalents were $321.6 million at December 31, 2023, an increase of $61.6 million from $260.0 million at December 31, 2022. The increase in cash and cash equivalents was primarily due to increases in deposits of $244.9 million and net income of $47.7 million, partially offset by loan originations, net of repayments, of $284.3 million.

Investment Portfolio

Our investment portfolio is primarily comprised of U.S. government agency securities, mortgage-backed securities, and obligations of states and political subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk that is reflective

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of the yields obtained on those securities. Most of our securities are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities available-for-sale and held-to-maturity amounted to $111.2 million at December 31, 2023 and $119.7 million at December 31, 2022, a decrease of $8.6 million year-over-year. The decrease was primarily due to principal paydowns of $10.3 million, partially offset by an improvement in the unrealized loss on securities of $2.3 million, primarily in our municipal securities portfolios. The improvement in the unrealized loss was recognized as a result of interest rate decreases that occurred during the period.

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of December 31, 2023:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
Available-for-sale:
U.S. government agency securities$%$8003.44%$2,0105.36%$7,7315.77%$10,5415.51%
Mortgage-backed securities%%6092.74%56,3641.76%56,9731.77%
Obligations of states and political subdivisions%3670.84%5,8381.71%32,2541.76%38,4591.74%
Collateralized mortgage obligations%%3321.76%%3321.76%
Corporate bonds%1,7781.25%%%1,7781.25%
Total available-for-sale%2,9451.79%8,7892.62%96,3492.08%108,0832.12%
Held-to-maturity:
Obligations of states and political subdivisions2776.00%9356.00%1,3656.00%5006.00%3,0776.00%
Total$2776.00%$3,8802.81%$10,1543.07%$96,8492.10%$111,1602.22%

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of December 31, 2022:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
Available-for-sale:
U.S. government agency securities$%$8491.98%$2,6253.61%$10,6992.90%$14,1732.98%
Mortgage-backed securities%%26.94%61,2691.67%61,2711.67%
Obligations of states and political subdivisions5012.80%%4,7611.63%33,1641.76%38,4261.76%
Collateralized mortgage obligations%%%3951.76%3951.76%
Corporate bonds%1,7231.25%%%1,7231.25%
Total available-for-sale5012.80%2,5721.49%7,3882.33%105,5271.82%115,9881.85%
Held-to-maturity:
Obligations of states and political subdivisions4176.00%1,0156.00%1,4706.00%8546.00%3,7566.00%
Total$9184.25%$3,5872.77%$8,8582.94%$106,3811.86%$119,7441.98%

Weighted average yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government agency securities, mortgage-backed securities, and collateralized mortgage obligations. For callable municipal securities and corporate bonds, weighted average yield is a yield to worst. Weighted average yield for securities held-to-maturity is the stated coupon of the bond.

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Loan Portfolio

Our loan portfolio is our largest class of interest-earning assets and typically provides higher yields than other types of interest-earning assets. Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting. As of December 31, 2023 and 2022, our total loans amounted to $3.1 billion and $2.8 billion, respectively. The following table presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

As of
(dollars in thousands)December 31, 2023December 31, 2022
Amount% of LoansAmount% of Loans
Loans held for investment:
Real estate:
Commercial$2,685,41986.76%$2,394,67485.44%
Commercial land and development15,5510.50%7,4770.27%
Commercial construction62,8632.03%88,6693.16%
Residential construction15,4560.50%6,6930.24%
Residential25,8930.84%24,2300.86%
Farmland51,6691.67%52,4781.87%
Commercial:
Secured165,1095.33%165,1865.89%
Unsecured23,8500.77%25,4310.91%
Consumer and other38,1661.23%28,6281.02%
Loans held for investment, gross3,083,97699.63%2,793,46699.66%
Loans held for sale:
Commercial11,4640.37%9,4160.34%
Total loans, gross3,095,440100.00%2,802,882100.00%
Net deferred loan fees(2,257)(2,140)
Total loans$3,093,183$2,800,742

Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and commercial construction, respectively. The real estate purchased with these loans is generally located in or near our market.

Commercial loans consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the personal guaranty of the business owner(s).

Residential real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties, which are both owner-occupied and investor-owned.

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The following tables present the commercial real estate loan balance, associated percentage of commercial real estate concentrations, estimated real estate collateral values, and related loan-to-value (“LTV”) ranges by collateral type as of the dates indicated. Revolving lines of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using third-party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, are obtained for loans that are downgraded to watch or substandard. Loans over $2.0 million are reviewed annually, at which time an internal assessment of collateral values is completed.

(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2023
Manufactured home community$813,68730.30%$1,430,22416.80%74.52%
RV Park343,81712.80%599,69118.29%75.00%
Retail273,10010.17%540,6606.89%74.07%
Multifamily211,5987.88%427,94813.12%75.00%
Faith-based184,7996.88%488,1608.33%74.54%
Mini storage176,3806.57%358,39516.56%70.00%
Industrial173,1926.45%417,4397.48%83.26%
Office135,9285.06%298,9899.07%73.52%
All other types1372,91813.89%756,5414.00%152.33%
Total2$2,685,419100.00%$5,318,047
December 31, 2022
Manufactured home community$673,89128.14%$1,174,64217.10%78.19%
RV Park292,88612.23%506,04118.64%77.89%
Retail264,59911.05%490,29116.48%73.93%
Multifamily202,2038.44%459,69514.19%75.00%
Industrial166,4036.95%366,29110.77%75.00%
Mini storage158,6506.63%289,82020.20%70.04%
Faith-based146,7406.13%383,3213.19%73.55%
Office145,8996.09%310,2486.66%74.68%
All other types1343,40314.34%704,984%152.96%
Total2$2,394,674100.00%$4,685,333

1Types of collateral in the “all other types” category are those that individually make up less than 5.00% of the commercial real estate concentration.

2Minimum LTV and maximum LTV not shown for aggregated totals, as such values are meaningful only when presented by specific category.

Over the past several years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio has not changed significantly. Our primary focus remains commercial real estate lending (including commercial, commercial land and development, and commercial construction), which constitutes 89.62% of loans held for investment at December 31, 2023. Commercial secured lending represents 5.35% of loans held for investment at December 31, 2023. We sell the guaranteed portion of all SBA 7(a) loans in the secondary market and will continue to do so as long as market conditions continue to be favorable.

We recognize that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances as a percentage of risk-based capital were 682.72% and 680.34% as of December 31, 2023 and December 31, 2022, respectively. We have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (e.g., manufactured home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of December 31, 2023. Additionally, our loans are geographically concentrated with borrowers and collateral properties primarily in California.

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We believe that our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices, including risk-based lending standards, self-established product and geographical limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

The following table sets forth the contractual maturities of our loan portfolio as of December 31, 2023:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$57,443$271,306$2,284,482$72,188$2,685,419
Commercial land and development11,4063,35379215,551
Commercial construction27,07810,37725,40862,863
Residential construction11,5433,91315,456
Residential2865,91618,73595625,893
Farmland2,8353,93244,90251,669
Commercial:
Secured36,84448,49190,826412176,573
Unsecured57410,78912,48723,850
Consumer and other8575,63831,67138,166
Total$148,866$363,715$2,509,303$73,556$3,095,440

The following table sets forth the contractual maturities of our loan portfolio at December 31, 2022:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$19,406$227,519$2,083,818$63,931$2,394,674
Commercial land and development1,6115,0538137,477
Commercial construction1,95737,51049,20288,669
Residential construction5944,7831,3166,693
Residential3486,63516,24899924,230
Farmland9925,68545,80152,478
Commercial:
Secured36,15446,81488,4183,216174,602
Unsecured5510,34715,02925,431
Consumer and other1,3218,23419,067628,628
Total$62,438$352,580$2,319,712$68,152$2,802,882

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The following table sets forth the sensitivity to interest rate changes of our loan portfolio at December 31, 2023:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$570,385$2,115,034$2,685,419
Commercial land and development10,0815,47015,551
Commercial construction62,86362,863
Residential construction3,91311,54315,456
Residential1,27224,62125,893
Farmland5,84845,82151,669
Commercial:
Secured38,029138,544176,573
Unsecured16,3437,50723,850
Consumer and other38,0818538,166
Total$683,952$2,411,488$3,095,440

The following table sets forth the sensitivity to interest rate changes of our loan portfolio at December 31, 2022:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$552,206$1,842,468$2,394,674
Commercial land and development1,5145,9637,477
Commercial construction1,40587,26488,669
Residential construction3,3663,3276,693
Residential1,53122,69924,230
Farmland6,26146,21752,478
Commercial:
Secured37,517137,085174,602
Unsecured20,6074,82425,431
Consumer and other28,62828,628
Total$653,035$2,149,847$2,802,882

Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level as well as within each product type. We measure and monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy of our allowance for credit losses.

Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies, established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance. We design our practices to facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk classifications are an integral part of management’s assessment of the adequacy of our allowance for credit losses. We periodically employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial

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institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions and rising interest rates.

Nonperforming Assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

SBA Loans

During 2023, the Company sold 143 SBA 7(a) loans with government-guaranteed portions totaling $36.5 million. The Company received gross proceeds of $38.4 million on the loans sold in 2023, resulting in a net gain on sale of $2.0 million.

During 2022, the Company sold 172 SBA 7(a) loans with government-guaranteed portions totaling $50.8 million. The Company received gross proceeds of $53.7 million on the loans sold in 2022, resulting in a net gain on sale of $2.9 million.

Non-accrual Loans

The following table provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

(dollars in thousands)December 31, 2023December 31, 2022
Non-accrual loans
Real estate:
Commercial$1,893$106
Residential175
Commercial:
Secured72123
Total non-accrual loans1,965404
Loans past due 90 days or more and still accruing
Total loans past due 90 days or more and still accruing
Total nonperforming loans1,965404
Real estate owned
Total nonperforming assets$1,965$404
Performing LMs (not included above)$$
Allowance for credit losses to period end nonperforming loans1,752.70%7,026.98%
Nonperforming loans to loans held for investment0.06%0.01%
Nonperforming assets to total assets0.05%0.01%
Nonperforming loans plus performing LMs to loans held for investment0.06%0.01%

The ratio of nonperforming loans to loans held for investment was 0.06% at December 31, 2023, increasing from 0.01% as of December 31, 2022, as a result of financial challenges experienced by a small subset of our borrowers.

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The ratio of the allowance for credit losses to period end non-accrual loans decreased from 7,026.98% as of December 31, 2022 to 1,752.70% as of December 31, 2023. This decrease was due to: (i) a 21.28% increase in the allowance for credit losses year-over-year and (ii) a 386.39% increase in non-accrual loans, due to an increase of $1.8 million in commercial real estate non-accrual loans year-over-year.

Potential Problem Loans

We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing the adequacy of our allowance for credit losses. All loans are grouped into a risk category at the time of origination. Commercial real estate loans over $2.0 million are reevaluated at least annually for proper classification in conjunction with our review of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment patterns, collateral condition, and other relevant information comes to our attention.

The banking industry defines loans graded substandard or doubtful as “classified” loans. Loans by credit quality risk rating were as follows as of the periods indicated:

(dollars in thousands)PassWatchSubstandardDoubtfulTotal
December 31, 2023
Real estate:
Commercial$2,658,504$25,023$1,892$$2,685,419
Commercial land and development15,55115,551
Commercial construction62,86362,863
Residential construction15,45615,456
Residential25,89325,893
Farmland51,66951,669
Commercial:
Secured150,45114,58672165,109
Unsecured23,85023,850
Consumer and other38,139151238,166
Total$3,042,376$39,624$1,976$$3,083,976
December 31, 2022
Real estate:
Commercial$2,379,766$14,802$106$$2,394,674
Commercial land and development7,4777,477
Commercial construction82,7695,90088,669
Residential construction6,6936,693
Residential24,05517524,230
Farmland52,47852,478
Commercial:
Secured163,8791,184123165,186
Unsecured25,43125,431
Consumer and other28,6022628,628
Total$2,771,150$21,886$430$$2,793,466

Loans designated as watch and substandard, which are not considered adversely classified, increased to $41.6 million at December 31, 2023 from $22.3 million at December 31, 2022. The increase related primarily to a $17.7 million increase in loans designated as watch for loans which have indicators of deficient loan quality and potential significant issues which are expected to be temporary in nature. There were no loans with doubtful risk grades at December 31, 2023 or December 31, 2022.

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Allowance for Credit Losses - Loans

The allowance for credit losses - loans is established through a provision for credit losses charged to operations. Provisions are charged against the allowance for credit losses - loans when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for credit losses - loans.

The allowance for credit losses - loans is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

At December 31, 2023, the Company’s allowance for credit losses - loans was $34.4 million, compared to $28.4 million at December 31, 2022. The $6.0 million increase in the allowance is due to a $5.3 million adjustment recorded in connection with the adoption of ASC 326 and a $4.0 million provision for credit losses recorded during the year ended December 31, 2023, partially offset by net charge-offs of $3.3 million during the year ended December 31, 2023.

While the entire allowance for credit losses - loans is available to absorb losses from any and all loans, the following table represents management’s allocation of our allowance for credit losses by loan category, and the balance of loans in each category as a percentage of total loans, for the periods indicated.

December 31, 2023December 31, 2022
(dollars in thousands)Allowance for Credit Losses% of Loans to Total LoansAllowance for Credit Losses% of Loans to Total Loans
Real estate:
Commercial$29,01586.76%$19,21685.44%
Commercial land and development1780.50%540.27%
Commercial construction7182.03%6453.16%
Residential construction890.50%490.24%
Residential1510.84%1750.86%
Farmland3991.67%6441.87%
Commercial:
Secured3,3145.70%7,0986.23%
Unsecured1890.77%1160.91%
Consumer and other3781.23%3471.02%
Unallocated%45%
Total$34,431100.00%$28,389100.00%

The ratio of allowance for credit losses to total loans held for investment was 1.12% at December 31, 2023, as compared to 1.02% at December 31, 2022.

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The following table provides information on the activity within the allowance for credit losses - loans as of and for the periods indicated:

As of and for the year ended
December 31, 2023December 31, 2022
(dollars in thousands)Activity% of Average Loans Held for InvestmentActivity% of Average Loans Held for Investment
Average loans held for investment$2,937,899$2,343,401
Allowance for credit losses - loans$28,389$23,243
Effect of adoption of ASC 326$5,262$
Net (charge-offs) recoveries:
Commercial:
Secured$(3,073)(0.10)%$(1,486)(0.06)%
Unsecured(6)%(2)%
Consumer and other(111)%(66)%
Net charge-offs$(3,190)(0.11)%$(1,554)(0.07)%
Provision for credit losses$3,970$6,700
Allowance for credit losses - loans$34,431$28,389
Loans held for investment$3,081,719$2,791,326
Allowance for credit losses - loans to loans held for investment1.12%1.02%

The allowance for credit losses - loans to loans held for investment increased from 1.02% as of December 31, 2022 to 1.12% as of December 31, 2023. Net charge-offs as a percent of average loans held for investment increased from 0.07% to 0.11% for the years ended December 31, 2022 and December 31, 2023, respectively.

Liabilities

During 2023, total liabilities increased by $333.0 million from $3.0 billion at December 31, 2022 to $3.3 billion at December 31, 2023. This increase was primarily due to an increase in total deposits of $244.9 million, comprised of increases of $385.0 million in interest-bearing deposits and $70.0 million in FHLB advances, partially offset by a decrease of $140.1 million in non-interest-bearing deposits.

Deposits

Representing 91.52% of our total liabilities as of December 31, 2023, deposits are our primary source of funding for our business operations.

Total deposits increased by $244.9 million, or 8.80%, to $3.0 billion at December 31, 2023 from $2.8 billion as of December 31, 2022. Deposit increases were primarily attributable to an increase in the number of new relationships, as well as normal fluctuations in our existing accounts. Non-interest-bearing deposits decreased by $140.1 million in 2023 to $0.8 billion, and represented 27.46% of total deposits at December 31, 2023, compared to 34.91% of total deposits at December 31, 2022. Our loan to deposit ratio was 102.19% at December 31, 2023, compared to 100.67% at December 31, 2022. The increase in the ratio coincided with growth in our business. We closely monitor the loan to deposit ratio for purposes of both operational objectives and regulatory capital compliance. We intend to continue to operate our business with close monitoring of the loan to deposit ratio.

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The following tables summarize our deposit composition by average deposits and average rates paid for the periods indicated:

For the year ended
December 31, 2023December 31, 2022
(dollars in thousands)Average AmountAverage Rate Paid% of Total DepositsAverage AmountAverage Rate Paid% of Total Deposits
Interest-bearing transaction accounts$312,9441.06%10.67%$242,2220.18%9.57%
Money market and savings accounts1,403,5992.64%47.85%1,102,0570.62%43.55%
Time accounts372,5574.71%12.70%203,3921.79%8.04%
Demand accounts844,057%28.78%982,915%38.84%
Total deposits$2,933,1571.97%100.00%$2,530,5860.43%100.00%

Uninsured and uncollateralized deposits totaled $1.0 billion and $1.2 billion at December 31, 2023 and 2022, respectively.

As of December 31, 2023, our 40 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.5 billion, or 49.80% of our total deposits. The average age on deposit relationships of more than $5.0 million was approximately nine years. As of December 31, 2022, our 40 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.5 billion, or 52.15% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and have helped to continue to grow our deposit base. Our large deposit relationships are comprised of the following entity types as of the periods indicated:

(dollars in thousands)December 31, 2023December 31, 2022
Municipalities$693,685$601,968
Non-profits188,252195,996
Businesses525,193527,921
Brokered deposits100,128124,993
Total$1,507,258$1,450,878

Our largest single deposit relationship at December 31, 2023 and December 31, 2022 related to a government agency. The balances for this customer were $260.0 million, or approximately 8.59% of total deposits as of December 31, 2023, and $180.0 million, or 6.47% of total deposits as of December 31, 2022. As our demand deposits fluctuate during a rising rate environment, we have purchased brokered deposits as needed to supplement liquidity. We do not consider brokered deposits as core deposits, but as another deposit funding source for our loan growth.

The following table sets forth the maturity of time deposits as of December 31, 2023:

(dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
Remaining maturity:
Three months or less$217,908$101,564$319,472$213,158
Over three through six months96,33116,641112,97293,581
Over six through twelve months7,4912,60510,0963,741
Over twelve months22,9641,06824,03220,964
Total$344,694$121,878$466,572$331,444

FHLB Advances and Other Borrowings

From time to time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There were borrowings of $170.0 million and $100.0 million outstanding as of December 31, 2023 and 2022, respectively.

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In 2022, we issued subordinated notes of $75.0 million. This debt was issued to investors in private placement transactions. See Note 9, Long Term Debt and Other Borrowings, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding these subordinated notes. The proceeds of the notes qualify as Tier 2 capital for the Company under the regulatory capital rules of the federal banking agencies. The following table is a summary of our outstanding subordinated notes as of December 31, 2023:

(dollars in thousands)Issuance DateAmount of NotesPrepayment RightMaturity Date
Subordinated notesAugust 2022$75,000August 17, 2027September 1, 2032
Fixed at 6.00% through September 1, 2027, then three-month Term SOFR plus 329.0 basis points (8.62% as of December 31, 2023) through maturity

Shareholders’ Equity

Shareholders’ equity totaled $285.8 million at December 31, 2023 and $252.8 million at December 31, 2022. The increase in shareholders’ equity was primarily a result of net income recognized of $47.7 million and an increase of $1.7 million in accumulated other comprehensive income, partially offset by $12.9 million in cash distributions paid during the year ended December 31, 2023 and a reduction to retained earnings of $4.5 million, net of tax effect, due to the adoption of ASC 326.

Liquidity and Capital Resources

Liquidity Management

We manage liquidity based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank, the FDIC evaluates our liquidity on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds, and the ability to convert assets into cash. Changes in economic conditions or exposure to borrower credit quality, capital markets, and operational, legal, or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated notes. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company, including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory approval. Under the California Financial Code, payment of a dividend from the Bank to the Company without advance regulatory approval is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include effective corporate governance, consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems, including stress tests, that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity

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events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, FHLB advances, and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB, and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from the Federal Reserve Bank of San Francisco discount window (“Federal Reserve Discount Window”), draws on established federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities. In the first quarter of 2023, the Federal Reserve created the Bank Term Funding Program to provide depository institutions with additional funding, which allows any federally insured deposit institution to pledge its investment portfolio at par as collateral value. As of December 31, 2023, the Bank had neither used nor established borrowing capacity with the Bank Term Funding Program. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

In addition, we have a shelf registration statement on file with the SEC registering $250.0 million for any combination of equity or debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, and units in one or more offerings. Specific information on the terms of and the securities being offered will be provided at the time of any offering thereunder. Proceeds from any future offerings are expected to be used for corporate purposes or other purposes to be disclosed at the time of such offering.

Sources and Uses of Cash

Our executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process. Generally speaking, our principal funding source is cash from gathering of deposits, and our principal uses of cash include funding of loans, operating expenses, income taxes, and dividend payments, as described below. As of December 31, 2023, management believes the sources mentioned below will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs.

Based on our current capital allocation objectives, during 2024, we project spending $0.4 million related to continued build-out of our IT systems and processes and allocating $13.8 million of cash for dividends on our common stock.

For the 12-month period ending December 31, 2024, we project that our fixed commitments could potentially include: (i) approximately $458.9 million to fund off-balance sheet commitments outstanding at December 31, 2023; (ii) $6.3 million for IT services, IT support, and compliance expenditures; and (iii) $1.3 million for operating leases. In future years, we expect that our main sources and uses of cash will relate primarily to regular operating activities.

Loans

Loans are a significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments, changes in interest rates, the general economic environment, competition, and the political environment.

During the year ended December 31, 2023, we had cash outflows of $284.3 million in loan originations and advances, net of principal collected, and $47.9 million in loans originated for sale.

Additionally, we enter into commitments to extend credit in the ordinary course of business, such as commitments to fund new loans and undisbursed construction funds. While these commitments represent contractual cash requirements, a portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At December 31, 2023, total off-balance sheet commitments totaled $458.9 million. We expect to fund these commitments to the extent utilized primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest income and net interest margin.

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Our deposits are primarily made up of money market, interest checking, time, and non-interest-bearing demand deposits. Aside from commercial and business clients, a significant portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing and amount of customer deposits, changes in market rates, and collateral availability.

During the year ended December 31, 2023, we had cash inflows related to an increase in deposits of $244.9 million, primarily as a result of an increase in the number of new relationships, fluctuations in existing accounts, and new certificates of deposit.

Over the next twelve months, approximately $442.5 million of time deposits are expected to mature. In addition, we expect $24.0 million of time deposits to mature through 2028. As these time deposits mature, some of these deposits may not renew due to general competition. However, based on our historical runoff experience, we expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis on local deposits, our recent San Francisco Bay Area expansion, and our liquid investment portfolio, combined with our third-party financing availability, as discussed below, provide a stable funding base. At December 31, 2023, cash and cash equivalents represented 10.62% of total deposits.

Investment Securities

Our investment securities totaled $111.2 million at December 31, 2023. Mortgage-backed securities and obligations of states and political subdivisions comprised 51.25% and 37.37% of our investment portfolio, respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment speed and interest rate environment, we expect to receive approximately $7.9 million from our securities over the next twelve months. In future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

During the year ended December 31, 2023, we had cash proceeds from sales, maturities, calls, and prepayments of securities of $10.8 million, partially offset by cash outflows of $1.2 million related to investment securities purchased. Additionally, at December 31, 2023, securities available-for-sale totaled $108.1 million, of which $104.4 million have been pledged as collateral for borrowings and other commitments.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2023 include both current and long-term obligations. Under our operating leases as discussed in Note 15, Commitments and Contingencies, we have a current obligation of $1.3 million and a long-term obligation of $5.0 million. We also have a current obligation of $442.5 million and a long-term obligation of $24.0 million related to time deposits, as discussed in Note 8, Interest-Bearing Deposits. We have net subordinated notes of $73.7 million, all of which are long-term obligations. Finally, we have one significant contract for core processing services. While the actual obligation is unknown and dependent on certain factors, including volume and activity, when using our 2023 average monthly expense extrapolated over the remaining life of the contract, we estimate that our current obligation under this contract is $0.7 million. We do not have a long-term obligation under this contract until it is renewed.

Total Liquidity

Total liquidity (consisting of cash and cash equivalents and unused and immediately available borrowing capacity as set forth below) was approximately $1.4 billion as of December 31, 2023.

December 31, 2023Available
(dollars in thousands)Line of CreditLetters of Credit IssuedBorrowings
FHLB advances$996,712$681,500$170,000$145,212
Federal Reserve Discount Window770,572770,572
Correspondent bank lines of credit175,000175,000
Cash and cash equivalents321,576
Total$1,942,284$681,500$170,000$1,412,360

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FHLB Financing

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31, 2023, the Bank had outstanding borrowings of $170.0 million and a total financing availability of $145.2 million, net of letters of credit issued of $681.5 million.

Federal Reserve Discount Window and Correspondent Bank Lines of Credit

At December 31, 2023, unused and available amounts for borrowing from the Federal Reserve Discount Window and correspondent bank lines of credit were $770.6 million and $175.0 million, respectively.

Dividends

A use of liquidity for the Company is shareholder dividends. Bancorp paid dividends to its shareholders totaling $12.9 million during the year ended December 31, 2023.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock, subject to our board of directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Assuming continued payment during 2024 at a rate of $0.20 per share, our average total dividend paid each quarter would be approximately $3.5 million based on the number of currently outstanding shares if there are no increases or decreases in the number of shares, and given that unvested RSAs share equally in dividends with outstanding common stock.

Impact of Inflation

Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

Historical Information

The following table summarizes our consolidated cash flow activities:

(dollars in thousands)For the year ended December 31,$ Change
20232022
Net cash provided by operating activities$38,914$45,975$(7,061)
Net cash used in investing activities(279,278)(836,922)557,644
Net cash provided by financing activities301,949625,609(323,660)

Operating Activities

Net cash provided by operating activities decreased by $7.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to lower proceeds from sale of loans and a lower provision for credit losses. These declines were partially offset by higher net income and lower loans originated for sale. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of interest expense, accounts payable, and bonuses.

For additional information about our operating results, see “Results of Operations” above.

Investing Activities

Net cash used in investing activities decreased by $557.6 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to lower originations of loans held for investment, net of repayments, and lower maturities, prepayments, and calls of securities available-for-sale.

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Financing Activities

Net cash provided by financing activities decreased by $323.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to lower year-over-year growth in total deposits, lower FHLB advances, and proceeds received from the subordinated note issuance during the year ended December 31, 2022, which did not recur in the year ended December 31, 2023.

Capital Adequacy

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for credit losses, our geographic and industry concentrations, and other risk factors on our balance sheet, including interest rate sensitivity.

Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements as set forth in the following tables can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements.

Historically, as a bank holding company with less than $3.0 billion in total consolidated assets and that met certain other criteria, we had been operating under the Small Bank Holding Company Policy Statement, which provides an exemption from the Federal Reserve’s generally applicable risk-based capital ratio and leverage ratio requirements. Having passed this threshold as of September 30, 2022, we are no longer subject to this policy statement and our capital adequacy is evaluated relative to the Federal Reserve’s generally applicable capital requirements. Additionally, as of June 30, 2023, the Company’s consolidated assets were in excess of $3.0 billion, and as a consequence, beginning in March 2024, the Company will no longer prepare and file financial reports with the Federal Reserve as a small bank holding company.

Under federal regulations implementing the Basel III framework, the Bank is subject to minimum risk-based and leverage capital requirements. The Bank is also subject to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. Capital amounts for Bancorp and the Bank, as well as the Bank’s prompt corrective action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. As of December 31, 2023, both Bancorp and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized” under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios that would be required for it to be considered a well-capitalized bank holding company.

The capital adequacy ratios as of December 31, 2023 and December 31, 2022 for Bancorp and the Bank are presented in the following tables. As of December 31, 2023 and December 31, 2022, Bancorp’s Tier 2 capital included subordinated

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notes, which were not included at the Bank level. Eligible amounts of subordinated notes included in Tier 2 capital will be phased out by 20% per year beginning five years before the maturity date of the notes.

Capital Ratios for Bancorp (dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2023
Total capital (to risk-weighted assets)$404,82912.30%$259,0908.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$298,7499.07%$197,5346.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$298,7499.07%$148,1504.50%N/AN/A
Tier 1 leverage$298,7498.73%$136,9534.00%N/AN/A
December 31, 2022
Total capital (to risk-weighted assets)$366,11312.46%$235,0658.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$263,9938.99%$176,1916.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$263,9938.99%$132,1444.50%N/AN/A
Tier 1 leverage$263,9938.60%$122,7884.00%N/AN/A
Capital Ratios for the Bank (dollars in thousands)Actual RatioRequired for Capital Adequacy PurposesRatio to be Well-Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2023
Total capital (to risk-weighted assets)$392,11411.93%$262,9478.00%$328,68410.00%
Tier 1 capital (to risk-weighted assets)$359,78310.95%$197,2116.00%$262,9478.00%
Common equity tier 1 capital (to risk-weighted assets)$359,78310.95%$147,9084.50%$213,6456.50%
Tier 1 leverage$359,78310.52%$136,7574.00%$170,9465.00%
December 31, 2022
Total capital (to risk-weighted assets)$356,30112.14%$234,7958.00%$293,49410.00%
Tier 1 capital (to risk-weighted assets)$327,78811.17%$176,0726.00%$234,7638.00%
Common equity tier 1 capital (to risk-weighted assets)$327,78811.17%$132,0544.50%$190,7456.50%
Tier 1 leverage$327,78810.69%$122,6524.00%$153,3155.00%
Column 1Column 2
1The listed capital adequacy ratios exclude capital conservation buffers.

Recent Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not yet adopted by us as of December 31, 2023, see Note 2, Recently Issued Accounting Standards, in the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K.

Non-GAAP Financial Measures

Some of the financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded,

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as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements of shareholders’ equity, or statements of cash flows.

Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other companies each calculate non-GAAP financial measures when making comparisons.

FY 2022 10-K MD&A

SEC filing source: 0001275168-23-000049.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents management’s perspective on our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through Five Star

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Bank (“Five Star” or the “Bank”), the discussion and analysis relate to activities primarily conducted by the Bank. This discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes presented elsewhere in this Annual Report on Form 10-K. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Part I, Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp (“Bancorp” or the “Company”) is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank (“Five Star” or the “Bank”), a California state-chartered non-member bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through seven branch offices and one loan production office. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At December 31, 2022, we had total assets of $3.2 billion, total loans held for investment, net of allowance for loan losses, of $2.8 billion, and total deposits of $2.8 billion.

Key Factors Affecting our Business

Coronavirus (“COVID-19”)

The COVID-19 pandemic and the impact of actions to mitigate the spread of the virus affected our business, financial condition, and results of operations in the year ended December 31, 2022. During the year, we maintained our focus on relationship-based banking and made the health and safety of our customers and employees our priority. To help protect our customers and their finances during the pandemic, while all of our branches were open, we took into account guidelines from public health officials, and encouraged our customers to conduct business with us via phone, online banking, and mobile apps.

Our financial results for the year ended December 31, 2021 were also impacted by the COVID-19 pandemic. Beginning with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in March 2020, the federal government enacted a series of federal statutes creating, funding, and expanding wide-ranging economic relief for individuals and businesses impacted by COVID-19. Among other things, these statutes created and funded the Paycheck Protection Program (“PPP”), a loan program administered by the Small Business Administration (the “SBA”). Under the PPP, if a loan is fully forgiven, the SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a lender must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, in part or in full, the loan is guaranteed by the SBA.

Our responsiveness and certainty of execution resulted in our ability to quickly provide 1,602 PPP loans to 1,239 customers nationwide, approximately 39% of which were new customers as of December 31, 2021. Because of our relationship-based banking approach, the influx of new customers contributed to a corresponding increase in deposits in the year ended December 31, 2020, which continued into the year ended December 31, 2021. There were no outstanding PPP loans at December 31, 2022.

Additionally, the uncertainty and economic downturn caused by the COVID-19 pandemic affected our overall existing loan portfolio. In 2020, our methodology for evaluating the allowance for loan losses was affected by the COVID-19 pandemic, resulting in higher reserve levels primarily related to our commercial secured portfolio. In 2021, reserve amounts were positively impacted by improved economic conditions and reductions to reserves required for classified and watch loans, which were offset by additional provisions required for loan growth during the year. In 2022, we continued to monitor higher risk concentrations identified in the loan portfolio for ongoing effects from COVID-19 and the impact on reserve requirements.

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Interest Rates

Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits, and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the Board of Governors of the Federal Reserve System’s (the “Federal Reserve’s”) actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates have risen significantly following the historically low levels during the COVID-19 pandemic. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the Federal Reserve announced in January of 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The FOMC has since increased the target range seven times throughout 2022. As of December 31, 2022, the target range for the federal funds rate had been increased to 4.25% to 4.50%, and the FOMC signaled that future increases may be appropriate in order to attain a monetary policy sufficiently restrictive to return inflation to normalized levels.

We anticipate that interest rates may continue to rise over the next few years. Based on our asset sensitivity, a steepened yield curve could have a beneficial impact on our net interest income. Additionally, a continued flat yield curve would be expected to maintain our net interest income. An inverted yield curve, as was observed late in 2022, could have a negative impact on our net interest income.

Factors Affecting Comparability of Financial Results

S Corporation Status

Beginning at our inception, we elected to be taxed for U.S. federal income tax purposes as an S Corporation. In conjunction with our initial public offering (“IPO”), we filed consents from the requisite amount of our shareholders to revoke our S Corporation election with the Internal Revenue Service (the “IRS”), resulting in the commencement of our taxation as a C Corporation for U.S. federal and California state income tax purposes in the second quarter of fiscal year 2021. Prior to such revocation, our earnings were not subject to, and we did not pay, U.S. federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal income tax in our consolidated financial statements. While we were not subject to, and did not pay, U.S. federal income tax, we were subject to, and paid, California S Corporation income tax at a current rate of 3.50%. Upon the termination of our status as an S Corporation, we commenced paying U.S. federal income tax and a higher California state income tax on our taxable earnings for each year (including the short year beginning on the date our status as an S Corporation terminated), and our consolidated financial statements reflect a provision for U.S. federal income tax and a higher California state income tax from that date forward. As a result of this change, the net income and earnings per share (“EPS”) data presented in our historical financial statements for periods prior to the termination of our S Corporation status and the other related financial information set forth in this filing, which (unless otherwise specified) do not include any provision for U.S. federal income tax or the higher California state income tax rate, will not be comparable with our net income and EPS in periods after we commenced being taxed as a C Corporation. As a C Corporation, our net income is calculated by including a provision for U.S. federal income tax and a higher California state income tax rate at a combined statutory rate of 29.56%.

The termination of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we made quarterly cash distributions to our shareholders in amounts estimated by us to be sufficient for them to pay estimated individual U.S. federal and California state income tax liabilities resulting from our taxable income that was “passed through” to them. However, these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders’ estimated U.S. federal and California state income tax liabilities resulting from their ownership of our stock. In addition, these estimates were based on individual income tax rates, which may differ from the rates imposed on the income of C Corporations. As a C Corporation, no income is “passed through” to any shareholders, but, as noted above, we commenced paying U.S. federal income tax and a higher California state income tax. However, in the event of an adjustment to our reported taxable income for periods prior to the termination of our S Corporation status, it is possible that our pre-IPO shareholders would be liable for additional income taxes for those prior periods. Pursuant to the

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Tax Sharing Agreement we entered into with such shareholders, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S Corporation, depending on the nature of the adjustment, we may be required to make a payment to such shareholders, who accepted distribution of the estimated balance of our federal Accumulated Adjustments Account (“AAA”) of $31.9 million under the Tax Sharing Agreement, in an amount equal to such shareholders’ incremental tax liability (including interest and penalties). In addition, the Tax Sharing Agreement provides that we will indemnify such shareholders with respect to unpaid income tax liabilities (including interest and penalties) to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S Corporation status terminated. The amounts that we have historically distributed to our shareholders may not be indicative of the amount of U.S. federal and California state income tax that we will be required to pay going forward. Depending on our effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely affected compared to our historical cash flows and financial condition.

Furthermore, deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized in net income in the year ended December 31, 2021.

Refer to the highlights of the financial results table within the section entitled “—Executive Summary” below for the impact of being taxed as a C Corporation on our net income, EPS, and various other financial measures for the years ended December 31, 2022 and 2021.

Public Company Costs

Following the completion of our IPO, we began to, and will continue to, incur additional costs associated with operating as a public company. These costs include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other expenses that we did not incur as a private company.

The Sarbanes-Oxley Act, as well as rules adopted by the SEC, the FDIC, and national securities exchanges, require public companies to implement specified corporate governance practices that were inapplicable to us as a private company. These additional rules and regulations have increased, and are expected to continue to increase, our legal, regulatory, and financial compliance costs and will make some activities more time-consuming and costly.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenue, and expenses. We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present consolidated financial condition and results of operations. These policies and estimates are considered critical because they have a material impact, or they have the potential to have a material impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions, or estimates. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

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Provision and Allowance for Loan Losses

The allowance for loan losses represents the estimated probable incurred loan losses in our loan portfolio and is estimated as of December 31, 2022 using the incurred loss model. The allowance for loan losses is established through a provision for loan losses charged to operations. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for loan losses.

The allowance for loan losses is evaluated on a regular basis by management in consideration of optimistic, moderate, and pessimistic current conditions, and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions specifically impacting each loan type by purpose and by geography, and concentrations within the loan portfolio. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

A significant amount of the allowance for loan losses is measured on a collective (pool) basis by loan type when similar risk characteristics exist. For loans evaluated collectively, the allowance for loan losses is determined using historical losses adjusted for qualitative and environmental factors to reflect current conditions. The most significant components of qualitative and environmental factors used to estimate the allowance for loan losses are adjustments relating to prevailing economic conditions and volume of the loan portfolio. The prevailing economic conditions factor is estimated based on a range of potential economic conditions and is applied at both the portfolio and individual concentration level based on various factors. This estimate is subject to significant judgment and could potentially add $3.9 million based on existing loan balances, if not more, to the allowance for loan losses in pessimistic economic conditions. The volume of the loan portfolio is estimated based on growth rates in the prior year combined with an assessment of underwriting and credit standards. This estimate is subject to significant judgment and could potentially add $2.8 million based on existing loan balances, if not more, to the allowance for loan losses based on growth due to significant changes to underwriting standards. The concentrations estimate of qualitative and environmental factors is determined by the overall market outlook and is focused on significant concentrations within the loan portfolio. This estimate is subject to significant judgment and could potentially add $7.3 million based on existing loan balances, if not more, to the allowance for loan losses based on a pessimistic market outlook for the specifically identified concentration.

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. These estimates are determined using information available in the current year and are subject to change. As of December 31, 2022, the estimated net deferred tax asset was approximately $12.3 million and was estimated using an estimated blended statutory tax rate of 29.56%. Actual enacted tax rates upon recognition of the tax asset could vary significantly from our initial estimate.

Uncertain tax positions are recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood greater than 50% of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. As of December 31, 2022, the Company did not recognize any uncertain tax positions.

Executive Summary

Our strategic focus is to continue to grow organically by leveraging our existing core competencies and positioning our business for success in the evolving banking landscape. In leveraging our core competencies, we intend to:

•continue our organic lending growth in our market through our “purpose-driven and integrity-centered” approach to banking;

•continue to focus and grow each of the diverse industry clusters throughout our market areas;

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•build upon the strength of our brand to deepen and broaden client relationships and grow our deposit base;

•attract additional banking professionals with track records of driving revenue growth;

•maintain our disciplined credit underwriting and robust risk management;

•enhance our disciplined cost management culture;

•leverage our technology platforms to improve our efficiency; and

•further engage in the economic development of our communities and market areas.

Highlights of the financial results are presented in the following tables:

(dollars in thousands)December 31, 2022December 31, 2021
Selected financial condition data:
Total assets$3,227,159$2,556,761
Total loans held for investment2,791,3261,934,460
Total deposits2,782,0042,285,890
Total subordinated notes, net73,60628,386
Total shareholders’ equity252,825235,046
Asset quality ratios:
Allowance for loan losses to total loans held for investment1.02%1.20%
Allowance for loan losses to total loans held for investment, excluding PPP loans11.02%1.22%
Allowance for loan losses to period end nonperforming loans70.27x39.54x
Non-accrual loans to period end loans0.01%0.03%
Capital ratios:
Total capital (to risk-weighted assets)12.46%13.98%
Tier 1 capital (to risk-weighted assets)8.99%11.44%
Common equity Tier 1 capital (to risk-weighted assets)8.99%11.44%
Tier 1 leverage ratio8.60%9.47%
Total shareholders’ equity to total assets ratio7.83%9.19%
Tangible shareholders’ equity to tangible assets27.83%9.19%

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(dollars in thousands, except share and per share data)For the year ended
December 31, 2022December 31, 2021
Selected operating data:
Net interest income$103,070$77,611
Provision for loan losses6,7001,700
Non-interest income7,1577,280
Non-interest expense40,66936,043
Net income44,80142,441
Earnings per common share:
Basic$2.61$2.83
Diluted$2.61$2.83
Book value per share$14.66$13.65
Tangible book value per share3$14.66$13.65
Weighted average basic common shares outstanding17,128,28214,972,637
Weighted average diluted common shares outstanding17,165,61014,995,213
Shares outstanding at end of period17,241,92617,224,848
Selected pro forma operating data:
Pro forma net income4$44,801$37,813
Pro forma provision for income taxes418,0579,335
Pro forma earnings per common share4:
Basic$2.61$2.53
Diluted$2.61$2.52
Performance and other financial ratios:
Return on average assets (“ROAA”)1.57%1.86%
Return on average equity (“ROAE”)18.80%22.49%
Net interest margin3.75%3.64%
Cost of funds0.57%0.19%
Efficiency ratio36.90%42.46%
Average equity to average assets8.38%8.28%
Cash dividend payout ratio on common stock540.23%160.52%
Selected pro forma ratios:
Pro forma ROAA4, 61.57%1.66%
Pro forma ROAE4, 618.80%20.03%

1The allowance for loan losses to total loans held for investment, excluding PPP loans, is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Allowance for loan losses to total loans held for investment, excluding PPP loans, is defined as allowance for loan losses, divided by total loans held for investment less PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans held for investment.

2Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets as of any of the dates indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets as of each of the periods indicated.

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3Tangible book value per share is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any of the dates indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

4For the year ended December 31, 2022, our pro forma net income, provision for income taxes, earnings per common share, ROAA, and ROAE are our actual net income, provision for income taxes, earnings per common share, ROAA, and ROAE, respectively, given that the Company was a C Corporation for the entirety of the year. For the year ended December 31, 2021, we calculate our pro forma net income, provision for income taxes, earnings per common share, ROAA, and ROAE using an effective tax rate of 19.80%, which is the actual effective tax rate, excluding the effects of the discrete deferred tax adjustment of $4.6 million, discussed in the section entitled “Provision for Income Taxes” below.

5Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic earnings per common share.

6Pro forma ROAA and ROAE are calculated using pro forma net income, with no adjustments to average assets and average equity balances.

RESULTS OF OPERATIONS

The following discussion of our results of operations compares the year ended December 31, 2022 to the year ended December 31, 2021.

Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, FHLB advances, subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets for the same period. We manage our interest-earning assets and funding sources in order to maximize this margin while limiting credit risk and interest rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Our net interest margin of 3.75% for the year ended December 31, 2022 increased from 3.64% for the year ended December 31, 2021. This increase was primarily due to a 47 basis point increase in yields on interest-earning assets, which increased from 3.83% for the year ended December 31, 2021 to 4.30% for the year ended December 31, 2022, partially offset by a 60 basis point increase in rates paid on interest-bearing liabilities, which increased from 0.32% for the year ended December 31, 2021 to 0.92% for the year ended December 31, 2022.

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Average balance sheet, interest, and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yield earned or rates paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

(dollars in thousands)For the year ended December 31, 2022For the year endedDecember 31, 2021
Average BalanceInterest Income/ ExpenseAverage Yield/ RateAverage BalanceInterest Income/ ExpenseAverage Yield/ Rate
Assets
Interest-earning deposits with banks1$260,679$3,6961.42%$346,522$5470.16%
Investment securities2131,3532,4271.85%147,5192,1421.45%
Loans held for investment and sale1, 32,353,148111,7954.75%1,637,28078,8944.82%
Total interest-earning assets12,745,180117,9184.30%2,131,32181,5833.83%
Interest receivable and other assets, net99,946148,830
Total assets$2,845,126$2,280,151
Liabilities and shareholders’ equity
Interest-bearing transaction accounts$242,221$4250.18%$155,163$1550.10%
Savings accounts107,0103760.35%74,402740.10%
Money market accounts995,0486,4760.65%935,4451,7980.19%
Time accounts203,3923,6461.79%53,2221720.32%
Subordinated debt and other borrowings161,5333,9256.38%28,3501,7736.25%
Total interest-bearing liabilities1,609,20414,8480.92%1,246,5823,9720.32%
Demand accounts982,915835,834
Interest payable and other liabilities14,7098,984
Shareholders’ equity238,298188,751
Total liabilities & shareholders’ equity$2,845,126$2,280,151
Net interest spread43.38%3.51%
Net interest income/margin5$103,0703.75%$77,6113.64%

1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on fair value. Investment security interest is earned on 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

3Average loan balance includes both loans held for investment and loans held for sale. Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

4Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

5Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average rate. The effect of rate changes is calculated by

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multiplying the change in average rate by the previous period’s volume. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components.

(dollars in thousands)For the year ended December 31, 2022 compared to the year ended December 31, 2021
Variance due to
VolumeYield/RateTotal
Interest-earning deposits with banks$(1,217)$4,366$3,149
Investment securities(299)584285
Loans held for investment and sale34,011(1,110)32,901
Total interest-earning assets32,4953,84036,335
Interest-bearing transaction accounts153117270
Savings accounts115187302
Money market accounts3884,2904,678
Time accounts2,6927823,474
Subordinated debt and other borrowings2,116362,152
Total interest-bearing liabilities5,4645,41210,876
Changes in net interest income/margin$27,031$(1,572)$25,459

Factors affecting interest income and yields

Interest income increased during the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to the following:

•Rates. The average yields on interest-earning assets were 4.30% and 3.83% for the years ended December 31, 2022 and December 31, 2021, respectively. The increase in yields period-over-period was primarily due to increases in yields earned on loans held for sale and interest-earning deposits with banks.

•Volume. Average interest-earning assets increased by approximately $613.9 million period-over-period, driven by new loan originations, which resulted in an increase in the average daily balance of loans for the year ended December 31, 2022 and contributed to the increase in interest income.

Factors affecting interest expense and rates

Interest expense increased during the year ended December 31, 2022, as compared to the year ended December 31, 2021, due to the following:

•Rates. The average costs of interest-bearing liabilities were 0.92% and 0.32% for the years ended December 31, 2022 and December 31, 2021, respectively. The increase in cost period-over-period was primarily due to increases in the rates paid on interest-bearing deposit accounts, with the most significant increases in interest paid on time and money market accounts, combined with an increase of 300 basis points in the rates paid on FHLB advances during the year ended December 31, 2022, as compared to the prior year. The rate paid on the new subordinated debt issuance remained relatively consistent with prior issuances. Additionally, the cost of funds increased from 0.19% for the year ended December 31, 2021 to 0.57% for the year ended December 31, 2022.

•Volume. Average interest-bearing liabilities increased by $362.6 million period-over-period, primarily driven by increases in average balances for all types of interest-bearing deposit accounts, with the most substantial increases in time, interest-bearing transaction, and money market accounts. Additionally, the issuance of $75.0 million of subordinated notes due September 1, 2032 on August 17, 2022 contributed to the increase in average interest-bearing liabilities period-over-period.

Provision for Loan Losses

The provision for loan losses is based on management’s assessment of the adequacy of our allowance for loan losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for loan losses is charged against

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earnings in order to maintain our allowance for loan losses, which reflects management’s best estimate of probable losses inherent in our loan portfolio at the balance sheet date.

We recorded a $6.7 million provision for loan losses in the year ended December 31, 2022, compared to a $1.7 million provision for loan losses for the year ended December 31, 2021. The increase of $5.0 million for the provision year-over-year was primarily due to increased reserves based on loan growth and economic conditions during the year ended December 31, 2022, while improved economic conditions related to the impact of the COVID-19 pandemic during the year ended December 31, 2021 provided favorable economic conditions for our borrowers, which resulted in a less significant provision for the period.

We adopted the Current Expected Credit Loss (“CECL”) accounting standard effective January 1, 2023. The CECL allowance model calculates reserves over the life of the loan and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions versus the current accounting practice that utilizes the incurred loss model. The adoption of this ASU will result in a one-time cumulative-effect adjustment to the allowance for loan losses as of the day of adoption. We currently estimate a combined increase to our allowance for credit losses and reserve for unfunded commitments totaling between $5.0 million to $7.0 million in the aggregate. This change, net of tax benefit, will decrease the opening retained earnings balance as of January 1, 2023. The above range is disclosed due to the fact that we are still in the process of finalizing the CECL allowance mode, including the review of assumptions related to qualitative adjustments and economic forecasts; finalizing the execution of internal controls; and evaluating the impact to our financial statement disclosures.

Non-interest Income

Non-interest income is a secondary contributor to our net income. Non-interest income consists of service charges on deposit accounts, net gain on sale of securities, gain on sale of loans, loan-related fees, FHLB stock dividends, earnings on BOLI, and other income.

The following table details the components of non-interest income for the periods indicated.

(dollars in thousands)For the year ended$ Change% Change
December 31, 2022December 31, 2021
Service charges on deposit accounts$467$424$4310.14%
Net gain on sale of securities5724(719)(99.31)%
Gain on sale of loans2,9344,082(1,148)(28.12)%
Loan-related fees2,2071,30690168.99%
FHLB stock dividends54637217446.77%
Earnings on BOLI41223717573.84%
Other income586135451334.07%
Total non-interest income$7,157$7,280$(123)(1.69)%

Net gain on sale of securities. The decrease in net gain on sale of securities resulted primarily from the sale of approximately $47.1 million of municipal securities, U.S. government agency securities, and U.S. Treasuries during the year ended December 31, 2021, resulting in a $0.7 million gain, compared to the sale of approximately $1.6 million of municipal securities, resulting in a gain of $5.0 thousand during the year ended December 31, 2022.

Gain on sale of loans. The decrease in gain on sale of loans related primarily to an overall decline in the effective yields on loans sold due to uncertainty of the timing and magnitude of rising interest rates during the year ended December 31, 2022 compared to the year ended December 31, 2021. During the year ended December 31, 2022, approximately $50.8 million of loans were sold with an effective yield of 5.78%, as compared to approximately $41.4 million of loans sold with an effective yield of 9.46% during the year ended December 31, 2021. Additionally, a $1.8 million consumer loan portfolio was sold for a net gain of approximately $0.2 million during the year ended December 31, 2021, which did not occur during the year ended December 31, 2022.

Loan-related fees. The increase in loan-related fees was primarily a result of: (i) an increase of $0.6 million in swap referral fees; (ii) an increase of $0.2 million in program fees earned for loans originated and serviced by a third party; and (iii) a $0.2 million increase in other fee income recognized in the year ended December 31, 2022 compared to the year ended

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December 31, 2021. These increases were partially offset by a decline of $0.1 million in loan referral income recognized during the year ended December 31, 2022 compared to the year ended December 31, 2021.

FHLB stock dividends. The increase in FHLB stock dividends primarily relates to an increase in FHLB Class B shares held for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Earnings on BOLI. The increase in earnings on BOLI related primarily due to an additional BOLI policy purchased during the year ended December 31, 2022. Earnings on this policy were only recognized during the year ended December 31, 2022, and did not occur during the year ended December 31, 2021.

Other income. The increase in other income resulted primarily from a $0.4 million gain recorded on two distributions received on investments in two venture-backed funds during the year ended December 31, 2022, which did not occur during the year ended December 31, 2021.

Non-interest Expense

Non-interest expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest expense, we closely monitor our efficiency ratio. The efficiency ratio is calculated as non-interest expense divided by the sum of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more efficiently, which has enabled us to reduce our non-interest expense as a percentage of our revenue while continuing to achieve growth in total loans and assets.

Over the past several years, we have invested significant resources in personnel and infrastructure. Additionally, to support corporate organizational matters leading up to the IPO, we experienced increased audit, consulting, and legal costs, particularly during the year ended December 31, 2021. As a result, professional services expenses increased during the year ended December 31, 2021. We do not anticipate incurring significant costs of this type in future periods, and we expect our efficiency ratio will improve going forward due, in part, to our past investment in infrastructure.

The following table details the components of non-interest expense for the periods indicated.

(dollars in thousands)For the year ended$ Change% Change
December 31, 2022December 31, 2021
Salaries and employee benefits$22,571$19,825$2,74613.85%
Occupancy and equipment2,0591,9381216.24%
Data processing and software3,0912,49459723.94%
FDIC insurance85070015021.43%
Professional services2,4673,792(1,325)(34.94)%
Advertising and promotional1,9081,30060846.77%
Loan-related expenses1,2871,04524223.16%
Other operating expenses6,4364,9491,48730.05%
Total non-interest expense$40,669$36,043$4,62612.83%

Salaries and employee benefits. The increase in salaries and employee benefits was primarily a result of a $3.6 million increase in salaries, insurance, and benefits as a result of a 9.20% increase in headcount and a $0.2 million increase in commissions expense related to increased production during the year ended December 31, 2022, as compared to the year ended December 31, 2021. The increase was partially offset by an increase in loan origination costs of $1.0 million due to increased production during the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Occupancy and equipment. The increase in occupancy and equipment was primarily the result of an overall increase in depreciation recognized for furniture, fixtures, and equipment that were purchased to support the 9.20% increase in headcount described above, combined with an overall increase in occupancy expenses period-over-period.

Data processing and software. The increase in data processing and software expenditures related primarily to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) increased number of licenses required for new users on our loan origination and documentation system.

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FDIC insurance. The increase in FDIC insurance related primarily to an increase in the FDIC assessment base and asset growth for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Professional services. Professional services decreased, primarily as a result of expenses recognized during the year ended December 31, 2021 related to the increased audit, consulting, and legal costs incurred to support corporate organizational matters leading up to the Company's IPO in May 2021, which did not recur during the year ended December 31, 2022.

Advertising and promotional. The increase in advertising and promotional costs was primarily related to increases in business development, marketing, and sponsorship expenses due to more in-person participation in events held during the year ended December 31, 2022, as compared to the year ended December 31, 2021.

Loan-related expenses. The increase in loan-related expenses related primarily to: (i) $0.1 million of increased UCC filing fees to support consumer loans originated; and (ii) an overall increase in expenses incurred for insurance and taxes, loan legal fees, environmental reports, and inspections to support loan production for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Other operating expenses. The increase in other operating expenses includes a $0.3 million increase related to previously unamortized subordinated debt issuance costs recognized as an other expense upon redemption of the subordinated notes in December 2022. The remainder of the increase related to: (i) $0.7 million for expenses incurred for travel and fees paid for attendance of professional events, conferences, and other business-related events; (ii) $0.3 million of increased bank charges incurred related to correspondent bank and letter of credit fees incurred to support operations; and (iii) $0.2 million of increased insurance expenses during the year ended December 31, 2022, as compared to the year ended December 31, 2021. The remainder of the change related to an overall increase in expenses to support the growth in customers period-over-period.

Provision for Income Taxes

The Company terminated its status as a Subchapter S corporation as of May 5, 2021, in connection with its IPO, and became a C Corporation. Prior to that date, as an S Corporation, the Company had no U.S. federal income tax expense. The provision recorded for the year ended December 31, 2022 yielded an effective tax rate of 28.73%. Refer to the section entitled “Pro Forma C Corporation Income Tax Expense” below for a discussion on what the Company’s income tax expense and net income potentially could have been had the Company been taxed as a C Corporation for the year ended December 31, 2021.

In conjunction with the termination of the Subchapter S corporation status as of May 5, 2021, the C Corporation deferred tax assets and liabilities were estimated for future tax consequences attributable to differences between the financial statement carrying amounts of the Company’s existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities were measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized by increasing the net deferred tax asset to $5.4 million through a reduction to the provision for income taxes of $4.6 million during the year ended December 31, 2021.

Provision for income taxes increased by $13.4 million, or 283.62%, to $18.1 million for the year ended December 31, 2022, as compared to $4.7 million for the year ended December 31, 2021. This increase is due to an increase in taxable income, combined with an increase in the effective tax rate for each period, from 9.98% to 28.73% during the years ended December 31, 2021 and December 31, 2022, respectively. The lower tax rate used during the year ended December 31, 2021 was the result of the Company's termination of its Subchapter S Corporation status as of May 5, 2021.

Pro Forma C Corporation Income Tax Expense

Because of the Company’s status as a Subchapter S Corporation prior to May 5, 2021, no U.S. federal income tax expense was recorded for a portion of the year ended December 31, 2021. Had the Company been taxed as a C Corporation and paid U.S. federal income tax for the entirety of that period, the combined statutory income tax rate would have been 29.56%. For the year ended December 31, 2021, the pro forma statutory rate reflects a U.S. federal income tax rate of 21.00% and a California state income tax rate of 8.56%, after adjustment for the federal tax benefit, on corporate taxable income. The pro forma statutory rate for the year ended December 31, 2021 was calculated using an effective tax rate of 19.80%, which is the actual effective tax rate, excluding the effects of the discrete deferred tax adjustment of $4.6 million, discussed above. As a result, the Company’s pro forma provision for income taxes and pro forma net income for the year ended December 31, 2021 were $9.3 million and $37.8 million, respectively.

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FINANCIAL CONDITION SUMMARY

The following discussion compares our financial condition as of December 31, 2022 to our financial condition as of December 31, 2021. The following table summarizes selected components of our consolidated balance sheet as of December 31, 2022 and December 31, 2021.

(dollars in thousands)December 31, 2022December 31, 2021
Total assets$3,227,159$2,556,761
Cash and cash equivalents$259,991$425,329
Total investments$119,744$153,753
Loans held for investment$2,791,326$1,934,460
Total deposits$2,782,004$2,285,890
Subordinated notes, net$73,606$28,386
Total shareholders’ equity$252,825$235,046

Total Assets

At December 31, 2022, total assets were $3.2 billion, an increase of $670.4 million from $2.6 billion at December 31, 2021, primarily due to increases in total loans held for investment.

Cash and Cash Equivalents

Total cash and cash equivalents were $260.0 million at December 31, 2022, a decrease of $165.3 million, as compared to $425.3 million at December 31, 2021. The change primarily resulted from originations of loans held for investment, net of repayments, of $848.3 million, originations of loans held for sale of $60.2 million, the redemption of subordinated notes for $28.8 million, and dividend payments of $15.3 million. These outlays were partially offset by an increase in deposits of $496.1 million, FHLB borrowings of $100.0 million, an issuance of $75.0 million of subordinated notes in August 2022, proceeds from loans held for sale of $53.7 million, maturities, prepayments, calls of securities available-for-sale of $15.5 million, and net income of $44.8 million.

Investment Portfolio

Our investment portfolio is primarily comprised of U.S. government agencies, mortgage-backed securities, and obligations of states and political subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk that is reflective of the yields obtained on those securities. Most of our securities are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities available-for-sale and held to maturity amounted to $119.7 million at December 31, 2022 and $153.8 million at December 31, 2021, a decrease of $34.1 million year-over-year. The decrease was primarily due to an unrealized loss (tax-effected) on securities of $12.9 million, primarily in our mortgage-backed and municipal securities portfolios, resulting in tax-effected decreases to those portfolios of $7.6 million and $6.6 million, respectively. This unrealized loss was recognized as a result of interest rate increases that occurred during the period.

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, at December 31, 2022:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
Available-for-sale:
U.S. government agencies$%$8491.98%$2,6253.61%$10,6992.90%$14,1732.98%
Mortgage-backed securities%%26.94%61,2691.67%61,2711.67%
Obligations of states and political subdivisions5012.80%%4,7611.63%33,1641.76%38,4261.76%
Collateralized mortgage obligations%%%3951.76%3951.76%
Corporate bonds%1,7231.25%%%1,7231.25%
Total available-for-sale5012.80%2,5721.49%7,3882.33%105,5271.82%115,9881.85%
Held-to-maturity:
Obligations of states and political subdivisions4176.00%1,0156.00%1,4706.00%8546.00%3,7566.00%
$9184.25%$3,5872.77%$8,8582.94%$106,3811.86%$119,7441.98%

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, at December 31, 2021:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
Available-for-sale:
U.S. government agencies$%$1,5911.97%$3,8140.69%$14,2770.19%$19,6820.43%
Mortgage-backed securities%%36.90%81,5101.51%81,5131.51%
Obligations of states and political subdivisions%5222.80%3,7481.56%40,8671.69%45,1371.69%
Collateralized mortgage obligations%%%5401.73%5401.73%
Corporate bonds%1,9351.25%%%1,9351.25%
Total available-for-sale%4,0481.73%7,5651.12%137,1941.43%148,8071.42%
Held-to-maturity:
Obligations of states and political subdivisions4916.00%9516.00%3,5046.00%%4,9466.00%
$4916.00%$4,9992.54%$11,0692.67%$137,1941.43%$153,7531.57%

Weighted average yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government agencies, mortgage-backed securities, and collateralized mortgage obligations and is a yield to worst for callable municipal securities and corporate bonds. Weighted average yield for securities held-to-maturity is the stated coupon of the bond.

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Loan Portfolio

Our loan portfolio is our largest class of interest-earning assets and typically provides higher yields than other types of interest-earning assets. Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting. As of December 31, 2022 and December 31, 2021, our total loans amounted to $2.8 billion and $1.9 billion, respectively. The following table presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

As of
(dollars in thousands)December 31, 2022December 31, 2021
Amount% of LoansAmount% of Loans
Loans held for investment:
Real estate:
Commercial$2,394,67485.44%$1,586,23281.48%
Commercial land and development7,4770.27%7,3760.38%
Commercial construction88,6693.16%54,2142.78%
Residential construction6,6930.24%7,3880.38%
Residential24,2300.86%28,5621.47%
Farmland52,4781.87%54,8052.82%
Commercial:
Secured165,1865.89%137,0627.03%
Unsecured25,4310.91%21,1361.09%
PPP%22,1241.14%
Consumer and other28,6281.02%17,1670.88%
Loans held for investment, gross2,793,46699.66%1,936,06699.45%
Loans held for sale:
Commercial9,4160.34%10,6710.55%
Total loans, gross2,802,882100.00%1,946,737100.00%
Net deferred loan fees(2,140)(1,606)
Total loans$2,800,742$1,945,131

Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and commercial construction. The real estate purchased with these loans is generally located in or near our market.

Commercial loans consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the personal guaranty of the business owners.

Residential real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties which are both owner-occupied and investor owned.

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The following tables present the commercial real estate loan balance, associated percentage of commercial real estate concentrations by collateral type, estimated collateral values, and related loan-to-value (“LTV”) ranges as of the dates indicated. Revolving lines of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using third-party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, are obtained for loans that are downgraded to watch or substandard. Loans over $1.0 million are reviewed annually, at which time an internal assessment of collateral values is completed.

(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2022
Manufactured home community$673,89128.14%$1,174,64217.10%78.19%
RV Park292,88612.23%506,04118.64%77.89%
Retail264,59911.05%490,29116.48%73.93%
Multifamily202,2038.44%459,69514.19%75.00%
Industrial166,4036.95%366,29110.77%75.00%
Mini storage158,6506.63%289,82020.20%70.04%
Faith-based146,7406.13%383,3213.19%73.55%
Office145,8996.09%310,2486.66%74.68%
All other types1343,40314.34%704,984%152.96%
Total$2,394,674100.00%$4,685,333%152.96%
(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2021
Manufactured home community$388,13324.47%$636,44916.65%74.41%
Retail166,96010.53%307,3765.10%75.00%
Multifamily152,4129.61%350,9535.13%75.00%
Industrial135,4018.54%318,8751.43%74.51%
Office134,7288.49%294,3671.67%75.00%
RV Park130,7778.24%212,82014.22%78.00%
Faith-based108,7186.85%272,3834.59%80.14%
Mini storage85,7125.40%159,81020.76%69.05%
Mixed use83,2705.25%155,9611.04%71.98%
All other types1200,12112.62%473,9528.00%94.97%
Total$1,586,232100.00%$3,182,9461.04%94.97%

1Types of collateral in the “all other types” category are those that individually make up less than 5.00% commercial real estate concentration and include hospitality properties, auto dealerships, car washes, assisted living communities, country clubs, gas stations/convenience stores, medical offices, special purpose properties, mortuaries, restaurants, and schools.

Over the past few years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio has not changed significantly (when PPP loans are excluded). Our primary focus remains commercial real estate lending (including commercial, commercial land and development, and commercial construction), which constitutes 88.87% of our portfolio at December 31, 2022. Commercial secured lending (consisting primarily of SBA 7(a) loans under $350,000) represents 5.89% of our portfolio at December 31, 2022. We sell the guaranteed portion of all SBA 7(a) loans, excluding PPP loans, in the secondary market and will continue to do so as long as market conditions continue to be favorable.

We recognize that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances as a percentage of risk-based capital were 680.34% and 577.92% as of December 31, 2022 and

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December 31, 2021, respectively. We have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (i.e., manufactured home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of December 31, 2022. Additionally, our loans are geographically concentrated with borrowers and collateral properties primarily in California.

We believe that our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices, including risk-based lending standards, self-established product and geographical limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

The following table sets forth the contractual maturities of our loan portfolio at December 31, 2022:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$19,406$227,519$2,083,818$63,931$2,394,674
Commercial land and development1,6115,0538137,477
Commercial construction1,95737,51049,20288,669
Residential construction5944,7831,3166,693
Residential3486,63516,24899924,230
Farmland9925,68545,80152,478
Commercial:
Secured36,15446,81488,4183,216174,602
Unsecured5510,34715,02925,431
Consumer and other1,3218,23419,067628,628
Total$62,438$352,580$2,319,712$68,152$2,802,882

The following table sets forth the contractual maturities of our loan portfolio at December 31, 2021:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$32,107$170,222$1,343,367$40,536$1,586,232
Commercial land and development1,2096,1677,376
Commercial construction3,41817,57532,1311,09054,214
Residential construction5,6091,7797,388
Residential1,1838,24617,8711,26228,562
Farmland3,8768,11642,81354,805
Commercial:
Secured31,43629,88082,5263,891147,733
Unsecured1,1823,97615,97821,136
PPP59821,52622,124
Consumer and other353,61913,51317,167
Total$80,653$271,106$1,548,199$46,779$1,946,737

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The following table sets forth the sensitivity to interest rate changes of our loan portfolio at December 31, 2022:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$552,206$1,842,468$2,394,674
Commercial land and development1,5145,9637,477
Commercial construction1,40587,26488,669
Residential construction3,3663,3276,693
Residential1,53122,69924,230
Farmland6,26146,21752,478
Commercial:
Secured37,517137,085174,602
Unsecured20,6074,82425,431
Consumer and other28,62828,628
Total$653,035$2,149,847$2,802,882

The following table sets forth the sensitivity to interest rate changes of our loan portfolio at December 31, 2021:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$394,648$1,191,584$1,586,232
Commercial land and development7226,6547,376
Commercial construction54,21454,214
Residential construction7,3887,388
Residential2,22226,34028,562
Farmland4,18350,62254,805
Commercial:
Secured34,771112,962147,733
Unsecured19,8411,29521,136
PPP22,12422,124
Consumer and other17,16717,167
Total$495,678$1,451,059$1,946,737

Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level as well as within each product type. We measure and monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy of our allowance for loan losses.

Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies, established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance. We design our practices to

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facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk classifications are an integral part of management assessing the adequacy of our allowance for loan losses. We periodically employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions.

Nonperforming Assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

Troubled Debt Restructurings

We consider a loan to be a TDR when we have granted a concession and the borrower is experiencing financial difficulty. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under our internal underwriting policy. A TDR loan generally is kept on non-accrual status until, among other criteria, the borrower has paid for six consecutive months with no payment defaults, at which time the TDR may be placed back on accrual status.

PPP Loan Forgiveness

At December 31, 2021, there were 60 PPP loans outstanding totaling $22.1 million. All PPP loans had been forgiven or paid off by the borrower as of December 31, 2022.

SBA 7(a) Payments Made Under the CARES Act

Section 1112 of the CARES Act required the SBA to make payments on new and existing 7(a) loans for up to six months. The Consolidated Appropriations Act, 2021 amended this section of the CARES Act to extend the payment on 7(a) loans in existence on March 27, 2020, beginning on February 1, 2021, for up to eight or eleven months, depending on the borrower’s industry code, and to require the SBA to make up to three months of payments on new 7(a) loans approved between February 1, 2021 and September 30, 2021. These payments are not deferments but rather full payments of principal and interest that the borrower will not be responsible for in the future. In the year ended December 31, 2022, the SBA made payments under this program on 29 of our SBA 7(a) loans, totaling $161.0 thousand in principal and interest. No additional payments are expected.

SBA Loans

During 2022, the Company sold 172 SBA 7(a) loans with government-guaranteed portions totaling $50.8 million. Of the loans sold in 2022, the Company received gross proceeds of $53.7 million, resulting in a net gain on sale of $2.9 million.

During 2021, the Company sold 169 SBA 7(a) loans with government-guaranteed portions totaling $41.4 million. Of the loans sold in 2021, the Company received gross proceeds of $45.3 million, resulting in a net gain on sale of $3.9 million.

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Non-accrual Loans

The following table provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

(dollars in thousands)December 31, 2022December 31, 2021
Non-accrual loans
Real estate:
Commercial$106$122
Residential175178
Commercial:
Secured123288
Total non-accrual loans404588
Loans past due 90 days or more and still accruing
Total loans past due and still accruing
Total nonperforming loans404588
Real estate owned
Total nonperforming assets$404$588
COVID-19 deferments$$12,156
Performing TDRs (not included above)$$
Allowance for loan losses to period end non-accrual loans7,026.98%3,954.30%
Non-accrual loans to loans held for investment0.01%0.03%
Nonperforming assets to total assets0.01%0.02%
Nonperforming loans plus performing TDRs to loans held for investment0.01%0.03%
Net (charge-offs) recoveries to average loans held for investment(0.07)%(0.04)%
COVID-19 deferments to loans held for investment%0.63%

The ratio of non-accrual loans to period end loans was 0.01% at December 31, 2022, decreasing from 0.03% as of December 31, 2021, partially due to a decline in our non-accrual loans.

The ratio of the allowance for loan losses to period end non-accrual loans increased from 3,954.30% as of December 31, 2021 to 7,026.98% as of December 31, 2022. The increase was primarily due to a 22.14% increase in the allowance for loan losses from December 31, 2021 to December 31, 2022, combined with a 31.29% reduction in period end non-accrual loans from December 31, 2021 to December 31, 2022, which was primarily due to a decrease of $0.2 million in commercial secured non-accrual loans from December 31, 2021 to December 31, 2022.

Potential Problem Loans

We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing the adequacy of our allowance for loan losses. All loans are grouped into a risk category at the time of origination. Commercial real estate loans over $1.0 million are reevaluated at least annually for proper classification in conjunction with our review of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment patterns, collateral condition, and other relevant information comes to our attention.

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The banking industry defines loans graded substandard or doubtful as “classified” loans. Loans by credit quality risk rating were as follows as of the periods indicated:

(dollars in thousands)PassWatchSubstandardDoubtfulTotal
December 31, 2022
Real estate:
Commercial$2,379,766$14,802$106$$2,394,674
Commercial land and development7,4777,477
Commercial construction82,7695,90088,669
Residential construction6,6936,693
Residential24,05517524,230
Farmland52,47852,478
Commercial:
Secured163,8791,184123165,186
Unsecured25,43125,431
Consumer28,6022628,628
Total$2,771,150$21,886$430$$2,793,466
December 31, 2021
Real estate:
Commercial$1,575,006$1,970$9,256$$1,586,232
Commercial land and development7,3767,376
Commercial construction48,2885,92654,214
Residential construction7,3887,388
Residential28,38417828,562
Farmland54,80554,805
Commercial:
Secured135,1317511,180137,062
Unsecured21,13621,136
PPP22,12422,124
Consumer17,16717,167
Total$1,916,805$8,647$10,614$$1,936,066

Loans designated as watch or substandard, which are not considered adversely classified, increased to $22.3 million at December 31, 2022 from $19.3 million at December 31, 2021. Loans designated as watch increased period-over-period, primarily due to an increase in commercial real estate loans designated as watch, resulting in a net increase in reserves related to watch loans. Loans designated substandard decreased period-over-period, primarily due to a payoff of commercial real estate loans designated as substandard, resulting in a net decrease in reserves related to substandard loans. In total, reserves related to classified and watch loans decreased by $12.0 thousand period-over-period, which was offset by additional provision for loan growth. There were no loans with doubtful risk grades at December 31, 2022 or December 31, 2021.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to operations. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for loan losses.

The allowance for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and

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prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

While the entire allowance for loan losses is available to absorb losses from any and all loans, the following table represents management’s allocation of our allowance for loan losses by loan category, and the percentage of the allowance for loan losses allocated to each category, for the periods indicated.

The allowance for loan losses was $28.4 million at December 31, 2022, as compared to $23.2 million at December 31, 2021. The $5.2 million increase is due to a $6.7 million provision for loan losses recorded during the year ended December 31, 2022, offset by net charge-offs of $1.5 million during the year ended December 31, 2022.

The following table is a summary of the allowance for loan losses by loan class as of the periods indicated:

December 31, 2022December 31, 2021
(dollars in thousands)Dollars% of TotalDollars% of Total
Real estate:
Commercial$19,21667.69%$12,86955.37%
Commercial land and development540.19%500.22%
Commercial construction6452.27%3711.60%
Residential construction490.17%500.22%
Residential1750.62%1920.83%
Farmland6442.27%6452.78%
Commercial:
Secured6,97524.57%6,68728.77%
Unsecured1160.41%2070.89%
Consumer and other3471.22%8893.82%
Unallocated450.16%1,1114.78%
28,26699.57%23,07199.28%
Individually evaluated for impairment1230.43%1720.72%
Total allowance for loan losses$28,389100.00%$23,243100.00%

The ratio of allowance for loan losses to total loans held for investment was 1.02% at December 31, 2022, compared to 1.20% at December 31, 2021. Excluding PPP loans, the ratio of the allowance for loan losses to total loans held for investment was 1.02% and 1.22% at December 31, 2022 and 2021, respectively. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Non-accrual loans totaled $0.4 million, or 0.01% of total loans held for investment, at December 31, 2022, decreasing from $0.6 million, or 0.03% of total loans held for investment, at December 31, 2021.

Liabilities

During 2022, total liabilities increased by $652.6 million from $2.3 billion at December 31, 2021 to $3.0 billion at December 31, 2022. This increase was primarily due to an increase in total deposits of $496.1 million, comprised of increases of $69.1 million in non-interest-bearing deposits and $427.0 million in interest-bearing deposits, FHLB advances of $100.0 million, and subordinated notes issued of $75.0 million, partially offset by subordinated notes redeemed of $28.8 million.

Deposits

Representing 93.53% of our total liabilities as of December 31, 2022, deposits are our primary source of funding for our business operations.

Total deposits increased by $496.1 million, or 21.70%, to $2.8 billion at December 31, 2022 from $2.3 billion as of December 31, 2021. Deposit increases were attributed to an increase in the number of new relationships, as well as fluctuations in our existing accounts. Non-interest-bearing deposits increased by $69.1 million in 2022 to $1.0 billion, and

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represented 34.91% of total deposits at December 31, 2022, as compared to 39.46% of total deposits at December 31, 2021. Our loan to deposit ratio was 100.67% at December 31, 2022, as compared to 85.09% at December 31, 2021. The increase in the ratio coincided with growth in our business. We closely monitor the loan to deposit ratio for purposes of both operational objectives and regulatory capital compliance. We intend to continue to operate our business with a loan to deposit ratio within the range of these levels.

The following tables summarize our deposit composition by average deposits and average rates paid for the periods indicated:

For the year ended
December 31, 2022December 31, 2021
(dollars in thousands)Average AmountAverage Rate Paid% of Total DepositsAverage AmountAverage Rate Paid% of Total Deposits
Interest-bearing transaction accounts$242,2220.18%9.57%$155,1630.10%7.55%
Money market and savings accounts1,102,0570.62%43.55%1,009,8470.19%49.17%
Time accounts203,3921.79%8.04%53,2220.32%2.59%
Demand accounts982,915%38.84%835,834%40.69%
Total deposits$2,530,5860.43%100.00%$2,054,0660.11%100.00%

Uninsured deposits, excluding time deposits, totaled $1.2 billion and $1.3 billion at December 31, 2022 and 2021, respectively.

As of December 31, 2022, our 40 largest deposit relationships, each accounting for more than $10.0 million, totaled $1.5 billion, or 52.15% of our total deposits. As of December 31, 2021, our 26 largest deposit relationships, each accounting for more than $10.0 million, totaled $912.7 million, or 39.93% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and have helped to continue to grow our deposit base. Our large deposit relationships are comprised of the following entity types as of the periods indicated:

(dollars in thousands)December 31, 2022December 31, 2021
Municipalities$601,968$424,483
Non-profit195,996181,080
Business527,921307,132
Brokered deposits124,993
Total$1,450,878$912,695

Our largest single deposit relationship at December 31, 2022 related to a government agency. The balances for this customer were $180.0 million, or 6.47% of total deposits, as of that date. At December 31, 2021, our largest single deposit relationship related to a non-profit association that supports hospitals and health systems and had balances of $155.0 million, or 6.78% of total deposits, at that date. As our demand deposits fluctuate during a rising rate environment, we have purchased brokered deposits as needed to supplement liquidity. We do not consider brokered deposits as core deposits, but as another deposit funding source for our loan growth.

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The following table sets forth the maturity of time deposits as of December 31, 2022:

(dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
Remaining maturity:
Three months or less$134,617$130,322$264,939$131,867
Over three through six months56,94810,74467,69255,448
Over six through twelve months4,3142,3616,6752,314
Over twelve months2,2809283,2081,029
Total$198,159$144,355$342,514$190,658

FHLB Advances and Other Borrowings

From time to time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There was $100.0 million of borrowings outstanding as of December 31, 2022 and no borrowings outstanding as of December 31, 2021.

In 2022, we issued subordinated notes of $75.0 million. This debt was issued to investors in private placement transactions. See Note 9, Long Term Debt and Other Borrowings, in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding these subordinated notes. The proceeds of the notes constitute Tier 2 capital under the regulatory capital rules of the federal banking agencies. The following table is a summary of our outstanding subordinated notes as of December 31, 2022:

(dollars in thousands)Issuance DateAmount of NotesPrepayment RightMaturity Date
Subordinated notesAugust 2022$75,000August 17, 2027September 1, 2032
Fixed at 6.00% through September 1, 2027, then three-month Secured Overnight Financing Rate plus 329.0 basis points (8.03% as of December 31, 2022) through maturity

On December 15, 2022, we redeemed $25.0 million and $3.8 million of subordinated notes issued on September 28, 2017 and November 8, 2019, respectively. Both subordinated notes were paid off using proceeds from the issuance of the subordinated notes of $75.0 million as discussed above.

Shareholders’ Equity

Shareholders’ equity totaled $252.8 million at December 31, 2022 and $235.0 million at December 31, 2021. The increase in shareholders’ equity was primarily attributable to net income recognized of $44.8 million, partially offset by a net decline of $12.9 million in other comprehensive income resulting from rising interest rates and $15.3 million in cash distributions paid during the year ended December 31, 2022.

Liquidity and Capital Resources

Liquidity Management

We manage liquidity based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank, the FDIC evaluates the liquidity of the Bank on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds, and the ability to convert assets into cash. Changes in

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economic conditions or exposure to credit, market, operational, legal, or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated debt. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company, including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory approval. Under the California Financial Code, payment of a dividend from the Bank to Bancorp without advance regulatory approval is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include effective corporate governance, consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems, including stress tests, that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, FHLB advances, and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB, and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from the Federal Reserve Bank of San Francisco discount window, draws on established federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities. We believe that we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

Sources and Uses of Cash

Our executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process. Generally speaking, our principal funding source is cash from gathering of deposits, and our principal uses of cash include funding of loans, operating expenses, income taxes, and dividend payments, as described below. We also had significant cash inflows as a result of our subordinated note issuance in 2022 and our IPO in 2021.

Based on our current capital allocation objectives, during 2023, we project spending $1.3 million related to continued build-out of our IT systems and processes and allocating $12.3 million of cash for dividends on our common stock.

For the 12-month period ending December 31, 2023, we project that our fixed commitments could potentially include: (i) approximately $329.1 million to fund off-balance sheet commitments outstanding at December 31, 2022; (ii) $5.8 million for IT services, IT support, and compliance expenditures; and (iii) $1.0 million for operating leases. In future years, we expect that our main sources and uses of cash will relate primarily to regular operating activities.

As of December 31, 2022, management believes the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs.

IPO

On May 7, 2021, we completed our IPO at a price of $20.00 per share. We raised approximately $111.2 million in net proceeds after deducting underwriting discounts and commissions of approximately $8.5 million and certain estimated

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offering expenses payable by us of approximately of $1.3 million. The net proceeds, less $2.1 million in other related expenses, including audit fees, legal fees, listing fees, and other expenses, totaled $109.1 million.

Loans

Loans are a significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments, changes in interest rates, the general economic environment, competition, and the political environment.

During the year ended December 31, 2022, we had cash outflows of $848.3 million in loan originations and advances, net of principal collected, and $60.2 million in loans originated for sale.

Additionally, we enter into commitments to extend credit in the ordinary course of business, such as commitments to fund new loans and undisbursed construction funds. While these commitments represent contractual cash requirements, a portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At December 31, 2022, total off-balance sheet commitments totaled $329.1 million. We expect to fund these commitments to the extent utilized primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest income and net interest margin.

Our deposits are made up of primarily money market and non-interest-bearing demand deposits. Aside from commercial and business clients, a significant portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing and amount of customer deposits, changes in market rates, and collateral availability.

During the year ended December 31, 2022, we had significant cash inflows related to an increase in deposits of $496.1 million, primarily as a result of an increase in the number of new relationships, fluctuations in existing accounts, and new certificates of deposit.

Over the next twelve months, approximately $339.3 million of time deposits are expected to mature. In addition, we expect $3.2 million of time deposits to mature through 2027. As these time deposits mature, some of these deposits may not renew due to the competition in the Bank's marketplace. However, based on our historical runoff experience, we expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis on local deposits, combined with our third-party financing availability, as discussed below, provides a stable funding base.

Investment Securities

Our investment securities totaled $119.7 million at December 31, 2022. At December 31, 2022, 51.17% and 35.22% of our investment portfolio consisted of mortgage-backed securities and obligations of states and political subdivisions, respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment speed and interest rate environment, we expect to receive approximately $8.6 million from our securities over the next twelve months. In future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

During the year ended December 31, 2022, we had cash proceeds from sales, maturities, calls, and prepayments of securities of $17.1 million, partially offset by cash outflows of $2.6 million related to investment securities purchased. Additionally, at December 31, 2022, securities available-for-sale totaled $116.0 million, of which $40.5 million have been pledged as collateral for borrowings and other commitments.

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Future Contractual Obligations

Our estimated future obligations as of December 31, 2022 include both current and long-term obligations. Under our operating leases as discussed in Note 15, Commitments and Contingencies, we have a current obligation of $1.0 million and a long-term obligation of $3.5 million. We also have a current obligation of $339.3 million and a long-term obligation of $3.2 million related to time deposits, as discussed in Note 8, Interest-Bearing Deposits. We have net subordinated notes of $73.6 million, all of which are long-term obligations. Finally, we have one significant contract for core processing services. While the actual obligation is unknown and dependent on certain factors, including volume and activity, when using our 2022 average monthly expense extrapolated over the remaining life of the contract, we estimate that our current obligation under this contract is $0.5 million. We do not have a long-term obligation under this contract until it is renewed.

FHLB Financing

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31, 2022, the Bank had outstanding borrowings of $100.0 million and a total financing availability of $216.3 million, net of letters of credit issued of $686.5 million.

Impact of Inflation

Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

Dividends

A use of liquidity for the Company is shareholder dividends. Bancorp paid dividends to its shareholders totaling $15.3 million during the year ended December 31, 2022, including a cash distribution in the amount of $5.0 million paid on March 17, 2022 to shareholders of record as of May 3, 2021, for the Company's final AAA payout, which was described in further detail in the Company’s Proxy Statement filed with the SEC and mailed to shareholders on April 6, 2022.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock subject to our board of directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Assuming continued payment during 2023 at a rate of $0.15 per share, which is the rate of each of our last five quarterly dividend payments, our average total dividend paid each quarter would be approximately $2.6 million based on the number of current outstanding shares if there are no increases or decreases in the number of shares, and given that unvested RSAs share equally in dividends with outstanding common stock.

Historical Information

The following table summarizes our consolidated cash flow activities:

(dollars in thousands)For the year ended December 31,$ Change
20222021
Net cash provided by operating activities$45,975$28,657$17,318
Net cash used in investing activities(836,922)(455,011)(381,911)
Net cash provided by financing activities625,609561,19064,419

Operating Activities

Net cash provided by operating activities increased by $17.3 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to higher net income and an increase in loans originated for sale, partially offset by increases in the provision for loan losses and proceeds from sale of loans. Various other, less material items made

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up the remainder of the change. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of interest expense, accounts payable, and bonuses.

For additional information about our operating results, see “Results of Operations” above.

Investing Activities

Net cash used in investing activities increased by $381.9 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to an increase in originations of loans held for investment, net of repayments, partially offset by a decrease in purchases of securities available-for-sale.

Financing Activities

Net cash provided by financing activities increased by $64.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to issuance of subordinated notes, use of FHLB advances, and fewer cash dividends paid, partially offset by the redemption of subordinated notes and no issuance of common stock.

Capital Adequacy

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for loan losses, our geographic and industry concentrations, and other risk factors on our balance sheet, including interest rate sensitivity.

Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements as set forth in the following tables can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements. The Bank and Bancorp are subject to minimum risk-based and leverage capital requirements under federal regulations implementing the Basel III framework, and the Bank is subject to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Under capital adequacy guidelines, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. Capital amounts for Bancorp and the Bank, as well as the Bank’s prompt corrective action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. As of December 31, 2022, both Bancorp and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized” under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios that would be required for it to be considered a well-capitalized bank holding company.

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The capital adequacy ratios as of December 31, 2022 and December 31, 2021 for Bancorp and the Bank are presented in the following tables. As of December 31, 2022 and December 31, 2021, Bancorp’s Tier 2 capital included subordinated debt, which was not included at the Bank level.

Capital Ratios for Bancorp (dollars in thousands)Actual RatioRequired for Capital Adequacy Purposes1Ratio to be Well- Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2022
Total capital (to risk-weighted assets)$366,11312.46%$235,0658.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$263,9938.99%$176,1916.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$263,9938.99%$132,1444.50%N/AN/A
Tier 1 leverage$263,9938.60%$122,7884.00%N/AN/A
December 31, 2021
Total capital (to risk-weighted assets)$285,12813.98%$163,1778.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$233,39711.44%$122,3826.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$233,39711.44%$91,7874.50%N/AN/A
Tier 1 leverage$233,3979.47%$98,6004.00%N/AN/A
Capital Ratios for the Bank (dollars in thousands)Actual RatioRequired for Capital Adequacy PurposesRatio to be Well- Capitalized under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
December 31, 2022
Total capital (to risk-weighted assets)$356,30112.14%$234,7958.00%$293,49410.00%
Tier 1 capital (to risk-weighted assets)$327,78811.17%$176,0726.00%$234,7638.00%
Common equity tier 1 capital (to risk-weighted assets)$327,78811.17%$132,0544.50%$190,7456.50%
Tier 1 leverage$327,78810.69%$122,6524.00%$153,3155.00%
December 31, 2021
Total capital (to risk-weighted assets)$279,15213.69%$163,0788.00%$203,84810.00%
Tier 1 capital (to risk-weighted assets)$255,80712.55%$122,3096.00%$163,0788.00%
Common equity tier 1 capital (to risk-weighted assets)$255,80712.55%$91,7314.50%$132,5016.50%
Tier 1 leverage$255,80710.38%$98,5554.00%$123,1935.00%
Column 1Column 2
1Prior to September 30, 2022, Bancorp operated under the Small Bank Holding Company Policy Statement and therefore, was not subject to Basel III capital adequacy requirements. The listed capital adequacy ratios exclude capital conservation buffers.

Recent Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not yet adopted by us as of December 31, 2022, see Note 2, Recently Issued Accounting Standards, of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. On January 1, 2023, the Company will adopt ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss model. The Company estimates the adoption of

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ASU No. 2016-13 will result in an increase to our allowance for credit losses and reserve for unfunded commitments totaling between $5.0 million to $7.0 million in the aggregate.

Non-GAAP Financial Measures

Some of the financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements of shareholders’ equity, or statements of cash flows.

Allowance for loan losses to total loans held for investment, excluding PPP loans, is defined as allowance for loan losses, divided by total loans held for investment less PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans held for investment.

Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other companies each calculate their non-GAAP financial measures when making comparisons.

The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures along with their most directly comparable financial measures calculated in accordance with GAAP.

Allowance for loan losses to total loans held for investment, excluding PPP loans (dollars in thousands)December 31, 2022December 31, 2021
Allowance for loan losses (numerator)$28,389$23,243
Total loans held for investment2,791,3261,934,460
Less: PPP loans22,124
Total loans held for investment, excluding PPP loans (denominator)$2,791,326$1,912,336
Allowance for loan losses to total loans held for investment, excluding PPP loans1.02%1.22%

FY 2021 10-K MD&A

SEC filing source: 0001552781-22-000215.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following
discussion and analysis presents management’s perspective on our financial condition and results of operations on a consolidated
basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relate
to activities primarily conducted by the Bank. This discussion and analysis should be read in conjunction with the audited consolidated
financial statements and the accompanying notes presented elsewhere in this Annual Report on Form 10-K. Average balances, including
balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To
the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative
of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements
that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations.
Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements”
and “Part I, Item 1A. Risk Factors.” We assume no obligation to update any of these forward-looking statements, except to
the extent required by law.

Company Overview

Headquartered
in the greater Sacramento metropolitan area of California, Five Star Bancorp is a bank holding company that operates through its
wholly owned subsidiary, Five Star Bank, a California state-chartered non-member bank. We provide a broad range of banking products
and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through seven
branch offices and two loan production offices. Our mission is to strive to become the top business bank in all markets we serve
through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based,
and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders,
customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered
banking.” At December 31, 2021, we had total assets of $2.6 billion, total loans, net of allowance for loan losses, of $1.9
billion, and total deposits of $2.3 billion.

Key Factors Affecting our Business

COVID-19

The
COVID-19 pandemic and the impact of actions to mitigate the spread of the virus affected our business, financial condition, and
results of operations in the year ended December 31, 2021. During the year, we maintained our focus on relationship-based banking
and made the health and safety of our customers and employees our priority. To help protect our customers and their finances during
the pandemic, while all of our branches were open, we took into account guidelines from public health officials, and encouraged
our customers to conduct business with us via phone, online banking, and mobile apps.

Our
financial results for the year ended December 31, 2021 were also impacted by the COVID-19 pandemic. On March 27, 2020, the CARES
Act was enacted, providing wide ranging economic relief for individuals and businesses impacted by COVID-19, including the Paycheck
Protection Program (“PPP”), a loan program administered by the SBA. The Consolidated Appropriations Act, 2021 (the
“Consolidated Appropriations Act”) enacted on December 27, 2020, extended some of these relief provisions in certain
respects, and the PPP Extension Act of 2021, enacted on March 30, 2021, extended the deadline to apply for a PPP loan through
May 31, 2021. Under the PPP if a loan is fully forgiven, the SBA will repay the lending bank in full. If a loan is partially forgiven
or not forgiven at all, a lender must look to the borrower for repayment of unforgiven principal and interest. If the borrower
defaults, in part or in full, the loan is guaranteed by the SBA.

Our
responsiveness and certainty of execution resulted in our ability to quickly provide 1,602 PPP loans to 1,239 customers nationwide,
approximately 39% of which were new customers as of December 31, 2021. Because of our relationship-based banking approach, the
influx of new customers contributed to a corresponding increase in deposits in the year ended December 31, 2020, which continued
into the year ended December 31, 2021. Our balance of PPP loans at December 31, 2021 was $22.1 million, or 1.14% of total loans.

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Additionally,
the uncertainty and economic downturn caused by the COVID-19 pandemic affected our overall existing loan portfolio. In 2020, our
methodology for evaluating the allowance for loan losses was affected by the COVID-19 pandemic, resulting in higher reserve levels
primarily related to our commercial secured portfolio. In 2021, we continued to monitor higher risk concentrations identified
in the loan portfolio for ongoing effects from COVID-19 and the impact on the economy. During 2021, reserve amounts were positively
impacted by improved economic conditions and reductions to reserves required for classified and watch loans, which was offset
by additional provisions required for loan growth during the year. We also recognized COVID-19 deferments and related modifications
on our loan portfolio more generally. The CARES Act, as amended by the Consolidated Appropriations Act, specified that COVID-19
related loan modifications executed between March 1, 2020 and the earlier of: (i) 60 days after the date of termination of the
national emergency declared by the President; and (ii) January 1, 2022, on loans that were current as of December 31, 2019 are
not TDRs. Additionally, under guidance from the federal banking agencies, other short-term modifications made on a good faith
basis in response to COVID-19 to borrowers that were current prior to any relief are not troubled debt restructurings (“TDRs”)
under ASC Subtopic 310-40, “Troubled Debt Restructuring by Creditors.” These modifications include short-term (e.g.,
up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that
are insignificant. We elected to apply these temporary accounting provisions to loans under payment relief beginning in March
2020. As of December 31, 2021, six loans totaling $12.2 million, or 0.63% of the loan portfolio, were in a COVID-19 deferment
period and three loans totaling $0.1 million had been in a COVID-19 deferment in the third quarter of 2021 but were not in such
deferment as of December 31, 2021. None of the loans that received COVID-19 deferments in the fourth quarter of 2021 had the principal
portion deferred to the respective maturity of the loan. We accrue and recognize interest income on loans under payment relief
based on the original contractual interest rates. When payments resume at the end of the relief period, the payments will generally
be applied to accrued interest due until accrued interest is fully paid.

Interest
Rates

Net
interest income is the most significant contributor to our net income and is the difference between the interest and fees earned
on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income
is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities.
These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such
as economic conditions, competition for loans and deposits and market interest rates.

The
cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the
Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected
by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the Federal
Reserve’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which
such movements occur.

We
anticipate that interest rates may rise over the next few years. Based on our asset sensitivity, a steepened yield curve could
have a beneficial impact on our net interest income. Additionally, a continued flat yield curve would be expected to maintain
our net interest income.

Factors Affecting Comparability
of Financial Results

S Corporation
Status

Beginning at
our inception, we elected to be taxed for U.S. federal income tax purposes as an S Corporation. In conjunction with our IPO, we
filed consents from the requisite amount of our shareholders to revoke our S Corporation election with the Internal Revenue Service
(the “IRS”), resulting in the commencement of our taxation as a C Corporation for U.S. federal and California state
income tax purposes in the second quarter of fiscal year 2021. Prior to such revocation, our earnings were not subject to, and
we did not pay, U.S. federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal
income tax in our consolidated financial statements. While we were not subject to, and did not pay, U.S. federal income tax, we
were subject to, and paid, California S Corporation income tax at a current rate of 3.50%. Upon the termination of our status
as an S Corporation, we commenced paying U.S. federal income tax and a higher California state income tax on our taxable earnings
for each year (including the short year beginning on the date our status as an S Corporation terminated), and our consolidated
financial statements reflect a provision for U.S. federal income tax and a higher California state income tax from that date forward.
As a result of this change, the net income and earnings per share (“EPS”) data presented in our historical 2020 financial
statements and the other related financial information set forth in this Annual Report on Form 10-K, which (unless otherwise specified)
do not include any provision for U.S. federal income tax or the higher California state income tax rate, will not be comparable
with our net income and EPS in periods after we commenced being taxed as a C Corporation. As a C Corporation, our net income is
calculated by including a provision for U.S. federal income tax and a higher California state income tax rate at a combined statutory
rate of 29.56%.

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The termination
of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we made quarterly cash
distributions to our shareholders in amounts estimated by us to be sufficient for them to pay estimated individual U.S. federal
and California state income tax liabilities resulting from our taxable income that was “passed through” to them. However,
these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders’
estimated U.S. federal and California state income tax liabilities resulting from their ownership of our stock. In addition, these
estimates were based on individual income tax rates, which may differ from the rates imposed on the income of C Corporations.
As a C Corporation, no income is “passed through” to any shareholders, but, as noted above, we commenced paying U.S.
federal income tax and a higher California state income tax. However, in the event of an adjustment to our reported taxable income
for periods prior to the termination of our S Corporation status, it is possible that our pre-IPO shareholders would be liable
for additional income taxes for those prior periods. Pursuant to the Tax Sharing Agreement we entered into with such shareholders,
upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a
determination by, or a settlement with, a taxing authority, for any period during which we were an S Corporation, depending on
the nature of the adjustment, we may be required to make a payment to such shareholders, who accepted distribution of the estimated
balance of our federal accumulated adjustments account of $27.0 million under the Tax Sharing Agreement, in an amount equal to
such shareholders’ incremental tax liability (including interest and penalties). In addition, the Tax Sharing Agreement
provides that we will indemnify such shareholders with respect to unpaid income tax liabilities (including interest and penalties)
to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after
our S Corporation status terminated. The amounts that we have historically distributed to our shareholders may not be indicative
of the amount of U.S. federal and California state income tax that we will be required to pay going forward. Depending on our
effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely
affected compared to our historical cash flows and financial condition.

Furthermore,
deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming
a C Corporation was recognized in net income in the year ended December 31, 2021.

Refer to the highlights of the financial results table within the section entitled “—Executive Summary” below
for the impact of being taxed as a C Corporation on our net income, EPS, and various other financial measures for the years ended
December 31, 2021 and 2020.

Public Company
Costs

Following the
completion of our IPO, we began to, and will continue to, incur additional costs associated with operating as a public company.
These costs include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other
expenses that we did not incur as a private company.

The Sarbanes-Oxley
Act, as well as rules adopted by the SEC, the FDIC, and national securities exchanges, require public companies to implement specified
corporate governance practices that were inapplicable to us as a private company. These additional rules and regulations have
increased, and are expected to continue to increase, our legal, regulatory, and financial compliance costs and will make some
activities more time-consuming and costly.

Critical
Accounting Estimates

Our consolidated
financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The
preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported
amounts of our assets, liabilities, revenue, and expenses. We have identified certain policies and estimates as critical to our
business operations and the understanding of our past or present consolidated financial condition and results of operations. These
policies and estimates are considered critical because they have a material impact, or they have the potential to have a material
impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions, or estimates.
We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and
appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates,
and these differences may be material.

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Pursuant to
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt
out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of
the extended transition period, which means that when a standard is issued or revised and it has different application dates for
public and private companies, we may adopt the standard on the application date for private companies.

We have elected
to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the
reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging
growth company.

Provision
and Allowance for Loan Losses

The allowance
for loan losses represents the estimated probable incurred loan losses in our loan portfolio. The allowance for loan losses is
established through a provision for loan losses charged to operations. Loans are charged against the allowance for loan losses
when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off
amounts, if any, are credited to the allowance for loan losses.

The
allowance for loan losses is evaluated on a regular basis by management in consideration of optimistic, moderate, and pessimistic current
conditions, and is based on management’s periodic review of the collectability of the loans in light of historical experience,
the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value
of any underlying collateral, prevailing economic conditions specifically impacting each loan type by purpose and by geography, and concentrations
within the loan portfolio. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision
as more information becomes available.

A
significant amount of the allowance for loan losses is measured on a collective (pool) basis by loan type when similar risk characteristics
exist. For loans evaluated collectively, the allowance for loan losses is determined using historical losses adjusted for qualitative
and environmental factors to reflect current conditions. The most significant components of qualitative and environmental factors used
to estimate the allowance for loan losses are adjustments relating to prevailing economic conditions and volume of the loan portfolio. The
prevailing economic conditions factor is estimated based on a range of potential economic conditions and is applied at both the portfolio
and individual concentration level based on various factors. This estimate is subject to significant judgment and could potentially add
$7.5 million based on existing loan balances, if not more, to the allowance for loan losses in pessimistic economic conditions. The volume
of the loan portfolio is estimated based on growth rates in the prior year combined with an assessment of underwriting and credit standards.
This estimate is subject to significant judgment and could potentially add $2.9 million based on existing loan balances, if not more,
to the allowance for loan losses based on growth due to significant changes to underwriting standards. The concentrations estimate of
qualitative and environmental factors is determined by the overall market outlook and is focused on significant concentrations within
the loan portfolio. This estimate is subject to significant judgment and could potentially add $5.3 million based on existing loan balances,
if not more, to the allowance for loan losses based on a pessimistic market outlook for the specifically identified concentration.

Income Taxes

Income
tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of
assets and liabilities, computed using tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
These estimates are determined using information available in the current year and are subject to change. As of December 31, 2021, the
estimated net deferred tax asset was approximately $4.9 million and was estimated using an estimated blended statutory tax rate of 29.56%.
Actual enacted tax rates upon recognition of the tax asset could vary significantly from our initial estimate.

Uncertain tax
positions are recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit
that has a likelihood greater than 50% of being realized on examination. For tax positions not meeting the “more likely
than not” test, no tax benefit is recorded. As of December 31, 2021, the Company did not recognize any uncertain tax positions.

49

Executive Summary

Our strategic focus is to continue
to grow organically by leveraging our existing core competencies and positioning our business for success in the evolving banking
landscape. In leveraging our core competencies, we intend to:

Column 1Column 2Column 3
·continue our organic lending growth in our market through our “purpose-driven and integrity-centered” approach to banking;
Column 1Column 2Column 3
·continue to focus and grow each of the diverse industry clusters throughout our market areas;
Column 1Column 2Column 3
·build upon the strength of our brand to deepen and broaden client relationships and grow our deposit base;
Column 1Column 2Column 3
·attract additional banking professionals with track records of driving revenue growth;
Column 1Column 2Column 3
·maintain our disciplined credit underwriting and robust risk management;
Column 1Column 2Column 3
·enhance our disciplined cost management culture;
Column 1Column 2Column 3
·leverage our technology platforms to improve our efficiency; and
Column 1Column 2Column 3
·further engage in the economic development of our communities and market areas.

Highlights of the financial results
are presented in the following tables:

(dollars in thousands)December 31, 2021December 31, 2020
Selected financial condition data:
Total assets$2,556,761$1,953,765
Total loans, net1,921,8881,485,790
Total deposits2,285,8901,784,001
Total subordinated notes, net28,38628,320
Total shareholders’ equity235,046133,775
Asset quality ratios:
Allowance for loan losses to total loans1.20%1.47%
Allowance for loan losses to total loans, excluding PPP loans11.21%1.63%
Allowance for loan losses to period end nonperforming loans39.54x49.09x
Non-accrual loans to period end loans0.03%0.03%
Capital ratios:
Total capital (to risk-weighted assets)13.98%12.18%
Tier 1 capital (to risk-weighted assets)11.44%8.98%
Common equity Tier 1 capital (to risk-weighted assets)11.44%8.98%
Tier 1 leverage ratio9.47%6.58%
Total shareholders’ equity to total assets ratio9.19%6.85%
Tangible shareholders’ equity to tangible assets29.19%6.85%

50

For the year ended
(dollars in thousands, except share and per share data)December 31, 2021December 31, 2020
Selected operating data:
Net interest income$77,611$65,210
Provision for loan losses1,7009,000
Non-interest income7,2809,302
Non-interest expense36,04328,257
Net income42,44135,928
Earnings per common share:
Basic$2.83$3.57
Diluted$2.83$3.57
Book value per share$13.65$12.16
Tangible book value per share3$13.65$12.16
Weighted average basic common shares outstanding14,972,63710,063,183
Weighted average diluted common shares outstanding14,995,21310,063,183
Shares outstanding at end of period17,224,84811,000,273
Selected pro forma operating data:
Pro forma net income437,81326,242
Pro forma provision for income taxes49,33511,013
Pro forma earnings per common share4:
Basic$2.53$2.61
Diluted$2.52$2.61
Performance and other financial ratios:
Return on average assets (“ROAA”)1.86%1.95%
Return on average equity (“ROAE”)22.49%31.16%
Net interest margin3.64%3.68%
Cost of funds0.19%0.54%
Efficiency ratio42.46%37.92%
Average equity to average assets8.28%6.25%
Cash dividend payout ratio on common stock5160.52%73.66%
Selected pro forma ratios:
Pro forma ROAA4, 61.66%1.42%
Pro forma ROAE4, 620.03%22.75%
Column 1Column 2
1The allowance for loan losses to total loans, excluding PPP loans, is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Allowance for loan losses to total loans, excluding PPP loans, is defined as allowance for loan losses, divided by total loans less PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans.
Column 1Column 2
2Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets as of any of the dates indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.
Column 1Column 2
3Tangible book value per share is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets at the end of any of the dates indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

51

4For the year ended December 31, 2020, we calculate our pro forma net income, provision for income taxes, net income per common share, ROAA, and ROAE by adding back our S Corporation tax to net income and applying a combined C Corporation effective tax rate for U.S. federal and California state income taxes of 29.56%. This calculation reflects only the change in our status as an S Corporation and does not give effect to any other transaction. For the year ended December 31, 2021, we calculate our pro forma net income, provision for income taxes, net income per common share, ROAA, and ROAE using an effective tax rate of 19.80%, which is the actual effective tax rate, excluding the effects of the discrete deferred tax adjustment of $4.6 million, discussed in the section entitled “Provision for Income Taxes” below.
5Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic net income per common share.
6Pro forma ROAA and ROAE are calculated using pro forma net income balances, with no adjustments to average assets and average equity balances.

RESULTS OF OPERATIONS

The following discussion of our results
of operations compares the year ended December 31, 2021 to the year ended December 31, 2020.

Net Interest Income

Net interest
income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning
assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, FHLB advances,
subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure
and monitor yields on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin.
Net interest margin is a ratio calculated as net interest income divided by total interest-earning assets for the same period.
We manage our interest-earning assets and funding sources in order to maximize this margin while limiting credit risk and interest
rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically
have the largest impact on periodic changes in our net interest margin.

Our
net interest margin of 3.64% for the year ended December 31, 2021 decreased from 3.68% for the year ended December 31, 2020. This decrease
was primarily due to a 37 basis point decrease in yields on interest-earning assets, which decreased from 4.20% for the year ended December
31, 2020 to 3.83% for the year ended December 31, 2021, partially offset by a 46 basis point decrease in yields on interest-bearing liabilities,
which decreased from 0.78% for the year ended December 31, 2020 to 0.32% for the year ended December 31, 2021.

Average balance
sheet, interest, and yield/rate analysis. The following table presents average balance sheet information, interest income,
interest expense and the corresponding average yield earned or rates paid for each period reported. The average balances are daily
averages and include both performing and nonperforming loans.

52

For the year endedFor the year ended
December 31, 2021December 31, 2020
InterestAverageInterestAverage
AverageIncome/Yield/AverageIncome/Yield/
(dollars in thousands)BalanceExpenseRateBalanceExpenseRate
Assets
Interest-earning deposits with banks1$346,522$5470.16%$237,815$1,1980.50%
Investment securities2147,5192,1421.45%95,1581,7871.88%
Loans1, 31,637,28078,8944.82%1,439,38071,4054.96%
Total interest-earning assets12,131,32181,5833.83%1,772,35374,3904.20%
Interest receivable and other assets, net148,83072,628
Total assets$2,280,151$1,844,981
Liabilities and shareholders’ equity
Interest-bearing transaction accounts$155,163$1550.10%$141,293$3740.26%
Savings accounts74,402740.10%39,182940.24%
Money market accounts935,4451,7980.19%867,4175,7500.66%
Time accounts53,2221720.32%102,8901,1891.16%
Subordinated debt128,3501,7736.25%28,3641,7736.25%
Total interest-bearing liabilities1,246,5823,9720.32%1,179,1469,1800.78%
Demand accounts835,834546,048
Interest payable and other liabilities8,9844,496
Shareholders’ equity188,751115,291
Total liabilities & shareholders’ equity$2,280,151$1,844,981
Net interest spread43.51%3.42%
Net interest income/margin5$77,6113.64%$65,2103.68%
Column 1Column 2
1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.
Column 1Column 2
2Yields on available-for-sale securities are calculated based on amortized cost balances rather than fair value, as changes in fair value are reflected as a component of shareholders’ equity. Investment security interest is earned on 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.
Column 1Column 2
3Average loan balance includes both loans held for investment and loans held for sale. Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.
Column 1Column 2
4Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.
Column 1Column 2
5Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis
of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes
in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest
rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and
interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change
in volume by the current period’s average rate. The effect of rate changes is calculated by multiplying the change in average
rate by the previous period’s volume. Changes not solely attributable to volume or rates have been allocated in proportion
to the respective volume and rate components.

53

For the year ended December 31, 2021 compared to the year ended December 31, 2020
Variance due to
(dollars in thousands)VolumeYield/RateTotal
Interest-earning deposits with banks$171$(822)$(651)
Investment securities760(405)355
Loans9,536(2,047)7,489
Total interest-earning assets10,467(3,274)7,193
Interest-bearing transaction accounts(14)233219
Savings accounts(35)5520
Money market accounts(131)4,0833,952
Time accounts1618561,017
Subordinated debt1(1)
Total interest-bearing liabilities(18)5,2265,208
Changes in net interest income/margin$10,449$1,952$12,401

Net interest
income increased while net interest margin decreased for the year ended December 31, 2021 as compared to the year ended December
31, 2020. The increase in net interest income was driven primarily by a $7.5 million increase in interest income from loans to
$78.9 million for the year ended December 31, 2021, as the average daily balance of loans increased by $197.9 million, or 13.75%,
as compared to the year ended December 31, 2020. The four basis point decrease in net interest margin to 3.64% for the year ended
December 31, 2021, as compared to the year ended December 31, 2020, was primarily attributable to a 14 basis point decrease in
average loan yields to 4.82% for the year ended December 31, 2021, as compared to 4.96% for the year ended December 31, 2020 and
a 39 basis point decrease in average loan yields, excluding PPP loans, to 4.70% for the year ended December 31, 2021, as compared
to 5.09% for the year ended December 31, 2020. Average total loans and average loan yield, excluding PPP loans, respectively,
are considered non-GAAP financial measures. See the section entitled “Non-GAAP Financial Measures” for a reconciliation
of our non-GAAP measures to the most directly comparable GAAP financial measure. Decreases in market interest rates and increases
in market competition caused a majority of the Company’s current fixed rate loans funded in 2021 to recognize yields lower
than those recognized in the year ended December 31, 2020, contributing to the aforementioned decrease in average loan yields.
Additionally, the rates associated with the index utilized for a significant portion of the Company’s variable rate loans,
the United States 5 Year Treasury index, were higher during the year ended December 31, 2021 than during the prior year, but a
majority of these loans were not scheduled to reprice during the year ended December 31, 2021, contributing to the downward trend
in average loan yields. Partially offsetting the declining average loan yields was $6.2 million of fee income resulting from PPP
loans being forgiven and repaid by the SBA that was recognized in the year ended December 31, 2021, as compared to $4.9 million
during the year ended December 31, 2020. As a result, yields on PPP loans increased from 3.95% for the year ended December 31,
2020 to 6.36% for the year ended December 31, 2021.

Interest expense
decreased for the year ended December 31, 2021, when compared to the year ended December 31, 2020. The decline in interest expense
was primarily attributed to reductions in the rates offered on deposit products. In addition, the growth of non-interest-bearing
deposits continues to benefit the cost of funds as compared to historical periods. Specifically, the ratio of average total non-interest-bearing
deposits to average total deposits was 40.69% in the year ended December 31, 2021, as compared to 32.18% in the year ended December
31, 2020. As a result, the cost of interest-bearing liabilities decreased by 46 basis points at December 31, 2021 to 0.32%, from
0.78% at December 31, 2020, and the cost of funds decreased to 0.19% at December 31, 2021, as compared to 0.54% at December 31,
2020.

Provision for Loan Losses

The provision
for loan losses is based on management’s assessment of the adequacy of our allowance for loan losses. Factors impacting
the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs,
both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding
probability on unfunded lending commitments. The provision for loan losses is charged against earnings in order to maintain our
allowance for loan losses, which reflects management’s best estimate of probable losses inherent in our loan portfolio at
the balance sheet date.

54

We recorded
a $1.7 million provision for loan losses in the year ended December 31, 2021, compared to a $9.0 million provision for loan losses
for the year ended December 31, 2020. The decline of $7.3 million for the provision year-over-year was primarily due to improvements
in general economic conditions, albeit at a pace slower than expected due to unforeseen disruptions in the supply chain and increasing
energy prices. The level of government assistance provided through the PPP and other programs during 2021, as well as the less
significant impact of the COVID-19 pandemic, as compared to 2020, within California and other states where our collateral is located,
resulted in favorable economic conditions for our borrowers.

Non-interest Income

Non-interest
income is a secondary contributor to our net income. Non-interest income consists primarily of gain on sale of loans, net gain
on sale of securities, FHLB dividends, and other fee income, including loan-related fees and fees related to customer deposits.

The following table details the components
of non-interest income for the periods indicated.

For the year ended$%
(dollars in thousands)December 31, 2021December 31, 2020Increase (Decrease)Increase (Decrease)
Service charges on deposit accounts$424$367$5715.53%
Net gain on sale of securities7241,438(714)(49.65)%
Gain on sale of loans4,0824,145(63)(1.52)%
Loan-related fees6392,309(1,670)(72.33)%
FHLB stock dividends3723215115.89%
Earnings on bank-owned life insurance237220177.73%
Other income80250230059.76%
Total non-interest income$7,280$9,302$(2,022)(21.74)%

Net
gain on sale of securities. The decrease in net gain on sale of securities was primarily due to a decrease in the gain recognized
on the sale of approximately $47.1 million of municipal securities, U.S. government agencies, and U.S. government treasuries during the
year ended December 31, 2021, as compared to the gain recognized on the sale of approximately $46.4 million of municipal securities,
mortgage-backed securities, and corporate bonds during the year ended December 31, 2020. Of the securities sold during the year ended
December 31, 2020, approximately $18.7 million were sold prior to the shutdowns enacted in response to the COVID-19 pandemic, representing
approximately $0.5 million of the gain, and the remaining balance of the securities were sold throughout the remainder of the year in
response to market fluctuations.

Loan-related
fees. The decrease in loan-related fees resulted primarily from a $1.4 million decrease in swap referral fees recognized in the year
ended December 31, 2021, as compared to the year ended December 31, 2020, combined with $0.4 million of loan-related fees earned during
the year ended December 31, 2020 for processing micro-loans on behalf of a local government agency to businesses in the local area in
response to the COVID-19 pandemic, which did not recur in the year ended December 31, 2021.

Non-interest Expense

Non-interest
expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional
services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest
expense, we closely monitor our efficiency ratio. The efficiency ratio is calculated as non-interest expense divided by the sum
of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more
efficiently, which has enabled us to reduce our non-interest expense in both absolute terms and as a percentage of our revenue
while continuing to achieve growth in total loans and assets.

Over the past
several years, we have invested significant resources in personnel and infrastructure. Additionally, to support corporate organizational
matters leading up to the IPO, we experienced increased audit, consulting, and legal costs, particularly during the year ended
December 31, 2021. As a result, non-interest expense is increasing in the periods presented below; however, we do not anticipate
incurring significant costs of this type in future periods, and we expect our efficiency ratio will improve going forward due,
in part, to our past investment in infrastructure.

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The following
table details the components of non-interest expense for the periods indicated.

For the year ended$%
(dollars in thousands)December 31, 2021December 31, 2020Increase (Decrease)Increase (Decrease)
Salaries and employee benefits$19,825$16,084$3,74123.26%
Occupancy and equipment1,9381,71522313.00%
Data processing and software2,4941,98251225.83%
FDIC insurance7001,137(437)(38.43)%
Professional services3,7921,9601,83293.47%
Advertising and promotional1,3001,10219817.97%
Loan-related expenses1,04573231342.76%
Other operating expenses4,9493,5451,40439.61%
Total non-interest expense$36,043$28,257$7,78627.55%

Salaries
and employee benefits. The increase in salaries and employee benefits year-over-year was primarily related to an increase of employees
and increased commissions related to our loan and deposit growth for the year ended December 31, 2021, as compared to the year ended
December 31, 2020, as well as an increase in restricted stock compensation expense recognized for employee restricted share grants of
$0.3 million during the year ended December 31, 2021, compared to the year ended December 31, 2020. These increases were partially
offset by a $1.7 million increase in deferred loan origination costs for the year ended December 31, 2021, as compared to the year ended
December 31, 2020, from increased loan originations.

Data
processing and software. Data processing and software increased, primarily as a result of: (i) increased usage of our
digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; (iii)
increased number of licenses for new users on our loan origination and documentation system; and (iv) increased costs related
to improved collateral tracking, electronic statements, and mobile payment solutions.

Professional
services. Professional services increased, primarily as a result of increased audit, consulting, and legal costs incurred
to support corporate organizational matters leading up to the IPO during the year ended December 31, 2021, as compared to the
year ended December 31, 2020.

Other
operating expenses. Other operating expenses are comprised of travel, insurance, postage and supplies, director fees, other
employee expenses, armored car expenses, courier services, and other miscellaneous administrative expenses. The increase in other
operating expenses year-over-year was primarily related to stock compensation expense recognized for director restricted share
grants of $0.8 million, which were related to the IPO, during the year ended December 31, 2021. These expenses did not occur in
the year ended December 31, 2020. Additionally, other operating expenses increased as a result of increased director fees and
expenses combined with increases in expenses related to travel, insurance, dues and subscriptions, data, and telephone, which
increased as a result of an increase in volume of customers and employees period-over-period.

Provision
for Income Taxes

The
Company terminated its status as a Subchapter S corporation as of May 5, 2021, in connection with its IPO, and became a C Corporation.
Prior to that date, as an S Corporation, the Company had no U.S. federal income tax expense. The provision recorded for the year ended
December 31, 2021 yielded an effective tax rate of 9.98%. Refer to the section entitled “Pro Forma C Corporation Income Tax Expense”
below for a discussion on what the Company’s income tax expense and net income potentially could have been had the Company been
taxed as a C Corporation for the year ended December 31, 2021 and for the year ended December 31, 2020.

In
conjunction with the termination of the Subchapter S corporation status as of May 5, 2021, the C Corporation deferred tax assets and
liabilities were estimated for future tax consequences attributable to differences between the financial statement carrying amounts of
the Company’s existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities were measured
using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized
by increasing the net deferred tax asset to $5.4 million through a reduction to the provision for income taxes of $4.6 million during
the year ended December 31, 2021. Provision for income taxes increased by $3.4 million, or 254.71%, to $4.7 million for the year ended
December 31, 2021, as compared to $1.3 million for the year ended December 31, 2020. This increase is due to the change in the tax rate
as a result of the Company’s conversion from an S Corporation to a C Corporation, which was partially offset by the $4.6 million
reduction to the provision for income taxes for the adjustment of the net deferred tax assets due to the termination of the Company’s
S Corporation status, recorded during the year ended December 31, 2021.

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Pro Forma C Corporation Income
Tax Expense

Because of the
Company’s status as a Subchapter S Corporation prior to May 5, 2021, no U.S. federal income tax expense was recorded for
a portion of the year ended December 31, 2021 and the entirety of the year ended December 31, 2020. Had the Company been taxed
as a C Corporation and paid U.S. federal income tax for such periods, the combined statutory income tax rate would have been 29.56%
in each period. These pro forma statutory rates reflect a U.S. federal income tax rate of 21.00% and a California income tax rate
of 8.56%, after adjustment for the federal tax benefit, on corporate taxable income. Had the Company been subject to U.S. federal
income tax for each of these periods, on a statutory income tax rate pro forma basis, the provision for combined federal and state
income tax would have been $11.0 million for the year ended December 31, 2020. As a result of the foregoing factors, the Company’s
pro forma net income (after U.S. federal and California state income tax) would have been $26.2 million for the year ended December
31, 2020. The pro forma statutory rates for the year ended December 31, 2021 are calculated using an effective tax rate of 19.80%,
which is the actual effective tax rate, excluding the effects of the discrete deferred tax adjustment of $4.6 million, discussed
above. As a result, the Company’s pro forma provision for income taxes and pro forma net income for the year ended December
31, 2021 are $9.3 million and $37.8 million, respectively.

FINANCIAL
CONDITION SUMMARY

The following
discussion compares our financial condition as of December 31, 2021 to our financial condition as of December 31, 2020. The following
table summarizes selected components of our consolidated balance sheet as of December 31, 2021 and December 31, 2020.

(dollars in thousands)December 31, 2021December 31, 2020
Total assets$2,556,761$1,953,765
Cash and cash equivalents$425,329$290,493
Total investments$153,753$122,928
Total loans held for investment, net of deferred loan fees$1,934,460$1,503,159
Total deposits$2,285,890$1,784,001
Subordinated notes, net$28,386$28,320
Total shareholders’ equity$235,046$133,775

Total Assets

At
December 31, 2021, total assets were $2.6 billion, an increase of $603.0 million from $2.0 billion at December 31, 2020, primarily due
to increases in cash and cash equivalents, total investments, and total loans held for investment, net of deferred loan fees, as discussed
below.

Cash and
Cash Equivalents

Total
cash and cash equivalents were $425.3 million at December 31, 2021, an increase of $134.8 million, as compared to $290.5 million at December
31, 2020. The increase in cash and cash equivalents since December 31, 2020 was primarily a result of net income recognized of $42.4
million, proceeds from the sale of securities of $47.1 million, cash inflows of $18.7 million related to maturities, prepayments, and
calls of available-for-sale securities, an increase in deposits of $501.9 million, and net proceeds of $111.2 million from the issuance
of 6,054,750 shares of common stock in our IPO. These increases were partially offset by a decrease of $99.7 million related to purchases
of securities, an increase in total loans held for investment, net of deferred loan fees, of $431.3 million, and cash dividends paid
of $51.9 million during the same period.

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Investment Portfolio

Our investment
portfolio is primarily comprised of U.S. government agencies, mortgage-backed securities, and obligations of states and political
subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies
approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities
with minimal credit risk and interest rate risk that is reflective of the yields obtained on those securities. Most of our securities
are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities
held for investment and available-for-sale amounted to $153.8 million at December 31, 2021 and $122.9 million at December 31,
2020, an increase of $30.8 million year-over-year. The increase was primarily due to purchases of $99.7 million of mortgage-backed
securities, obligations of states and political subdivisions, and U.S. government treasuries to deploy excess cash into interest-earning
assets in a more favorable interest rate environment and was partially offset by the sale of $47.1 million of low-yielding securities,
and paydowns, calls, and maturities of $18.7 million.

The following table presents the
carrying value of our investment portfolio as of the dates indicated:

December 31, 2021December 31, 2020
(dollars in thousands)Carrying Value% of TotalCarrying Value% of Total
Available-for-sale (at fair value):
U.S. government agencies$19,68212.80%$31,82825.89%
Mortgage-backed securities81,51353.02%23,93219.47%
Obligations of states and political subdivisions45,13729.36%58,42047.52%
Collateralized mortgage obligations5400.35%7690.63%
Corporate bonds1,9351.26%
Total available-for-sale148,80796.79%114,94993.51%
Held-to-maturity (at amortized cost):
Obligations of states and political subdivisions4,9463.21%7,9796.49%
$153,753100.00%$122,928100.00%

The following
table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each
maturity range, at December 31, 2021:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg Yield
Available-for-sale:
U.S. government agencies$$1,5911.97%$3,8140.69%$14,2770.19%$19,6820.43%
Mortgage-backed securities36.90%81,5101.51%81,5131.51%
Obligations of states and political subdivisions5222.80%3,7481.56%40,8671.69%45,1371.69%
Collateralized mortgage obligations5401.73%5401.73%
Corporate bonds1,9351.25%1,9351.25%
Total available-for-sale4,0481.73%7,5651.12%137,1941.43%148,8071.42%
Held-to-maturity:
Obligations of states and political subdivisions4916.00%9516.00%3,5046.00%4,9466.00%
$4916.00%$4,9992.54%$11,0692.67%$137,1941.43%$153,7531.57%

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The following
table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each
maturity range, at December 31, 2020:

Due in one year or lessDue after one year through five yearsDue after five years through ten yearsDue after ten yearsTotal
(dollars in thousands)Carrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg YieldCarrying ValueWeighted Avg Yield
Available-for-sale:
U.S. government agencies$$$7,7081.22%$24,1200.97%$31,8281.03%
Mortgage-backed securities23,9321.12%23,9321.12%
Obligations of states and political subdivisions1,2062.52%8,5991.57%48,6151.65%58,4201.66%
Collateralized mortgage obligations7691.70%7691.70%
Total available-for-sale1,2062.52%16,3071.40%97,4361.35%114,9491.37%
Held-to-maturity:
Obligations of states and political subdivisions4946.00%2,1436.00%2,7556.00%2,5876.00%7,9796.00%
$4946.00%$3,3494.75%$19,0622.07%$100,0231.47%$122,9281.67%

Weighted average
yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government
agencies, mortgage-backed securities, and collateralized mortgage obligations and is a yield to worst for callable municipal securities
and corporate bonds. Weighted average yield for securities held-to-maturity is the stated coupon of the bond.

A summary of
the book value and fair value related to securities at December 31, 2021 and December 31, 2020 is presented below.

Gross Unrealized
(dollars in thousands)Amortized CostGains(Losses)Fair Value
December 31, 2021
Available-for-sale:
U.S. government agencies$19,824$60$(202)$19,682
Mortgage-backed securities82,51794(1,098)81,513
Obligations of states and political subdivisions44,732525(120)45,137
Collateralized mortgage obligations5373540
Corporate bonds2,000(65)1,935
Total available-for-sale$149,610$682$(1,485)$148,807
Held-to-maturity:
Obligations of states and political subdivisions$4,946$251$$5,197
December 31, 2020
Available-for-sale:
U.S. government agencies$32,069$111$(352)$31,828
Mortgage-backed securities23,601338(7)23,932
Obligations of states and political subdivisions57,1371,291(8)58,420
Collateralized mortgage obligations74821769
Total available-for-sale$113,555$1,761$(367)$114,949
Held-to-maturity:
Obligations of states and political subdivisions$7,979$776$$8,755

The unrealized
losses on securities are attributed to interest rate changes rather than the marketability of the securities or the issuer’s
ability to honor redemption of the obligations, as the securities with losses are all obligations of or guaranteed by agencies
sponsored by the U.S. government. We have adequate liquidity and the ability and intent to hold these securities to maturity,
resulting in full recovery of the indicated impairment. Accordingly, none of the unrealized losses on these securities have been
determined to be other than temporary.

59

Loan Portfolio

Our loan portfolio
is our largest class of interest-earning assets and typically provides higher yields than other types of interest-earning assets.
Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting.
As of December 31, 2021 and December 31, 2020, our total loans amounted to $1.9 billion and $1.5 billion, respectively. The following
table presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

December 31, 2021December 31, 2020
(dollars in thousands)Amount% of LoansAmount% of Loans
Loans held for investment:
Real estate:
Commercial$1,586,23281.48%$1,002,49766.33%
Commercial land and development7,3760.38%10,6000.70%
Commercial construction54,2142.78%91,7606.07%
Residential construction7,3880.38%11,9140.79%
Residential28,5621.47%30,4312.01%
Farmland54,8052.82%50,1643.32%
Commercial:
Secured137,0627.03%138,6769.18%
Unsecured21,1361.09%17,5261.16%
PPP22,1241.14%147,9659.79%
Consumer and other17,1670.88%4,9210.33%
Total loans held for investment1,936,06699.45%1,506,45499.68%
Loans held for sale:
Commercial10,6710.55%4,8200.32%
Total loans before deferred fees1,946,737100.00%1,511,274100.00%
Net deferred loan fees(1,606)(3,295)
Total loans$1,945,131$1,507,979

Commercial real
estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured
home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment
buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land
and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and
commercial construction. The real estate purchased with these loans is generally located in or near our market.

Commercial loans
consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional
service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the
personal guaranty of the business owners.

Residential
real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties
which are both owner-occupied and investor owned.

The following
tables present the commercial real estate loan balance, associated percentage of commercial real estate concentrations by collateral
type, estimated collateral values, and related loan-to-value (“LTV”) ranges as of the dates indicated. Revolving lines
of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using
third party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, are obtained for
loans that are downgraded to watch or substandard. Loans over $1.0 million are reviewed annually, at which time an internal assessment
of collateral values is completed.

60

(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2021
Manufactured home community$518,91032.71%$849,26914.22%78.00%
Office166,96010.53%307,3765.10%75.00%
Multifamily152,4129.61%350,9535.13%75.00%
Retail135,4018.54%318,8751.43%74.51%
Faith-based134,7288.49%294,3671.67%75.00%
Industrial108,7186.85%272,3834.59%80.14%
Mixed use85,7125.40%159,81020.76%69.05%
Mini storage83,2705.25%155,9611.04%71.98%
All other types1200,12112.62%473,9528.00%94.97%
Total$1,586,232100.00%$3,182,9461.04%94.97%
(dollars in thousands)Loan Balance% of Commercial Real EstateCollateral ValueMinimum LTVMaximum LTV
December 31, 2020
Manufactured home community$244,15624.35%$421,04812.12%73.64%
Office115,91311.56%237,8374.05%75.00%
Retail104,87810.46%208,6324.52%76.14%
Faith-based92,8859.27%242,1483.23%73.18%
Mini storage69,9736.98%120,01021.19%70.00%
Industrial69,1536.90%174,1401.93%75.55%
Multifamily66,1136.59%171,4110.33%75.00%
Mixed use62,5316.24%119,3332.87%75.00%
All other types1176,89517.65%413,3816.89%84.89%
Total$1,002,497100.00%$2,107,9400.33%84.89%
Column 1Column 2
1Types of collateral in the “all other types” category are those that individually make up less than 5.00% commercial real estate concentration and include hospitality, auto dealerships, car washes, assisted living communities, country clubs, gas stations/convenience stores, medical offices, special purpose property, mortuaries, restaurants, and schools.

Over
the past few years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio
has not changed significantly (when PPP loans are excluded). Our primary focus remains commercial real estate lending (including commercial,
commercial land and development, and commercial construction), which constitutes 84.64% of our portfolio at December 31, 2021. Commercial
secured lending (consisting primarily of SBA 7(a) loans under $350,000) represents 7.03% of our portfolio at December 31, 2021. We sell
the guaranteed portion of all SBA 7(a) loans, excluding PPP loans, in the secondary market and will continue to do so as long as market
conditions continue to be favorable.

We recognize
that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances
as a percentage of risk-based capital were 577.92% and 624.70% as of December 31, 2021 and December 31, 2020, respectively. We
have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (i.e., manufactured
home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of December 31, 2021.
Additionally, our loans are geographically concentrated with borrowers and collateral properties primarily in California.

We believe that
our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations,
we have established strong risk management practices, including risk-based lending standards, self-established product and geographical
limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue
growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

61

The following
table sets forth the contractual maturities of our loan portfolio at December 31, 2021:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$32,107$170,222$1,343,367$40,536$1,586,232
Commercial land and development1,2096,1677,376
Commercial construction3,41817,57532,1311,09054,214
Residential construction5,6091,7797,388
Residential1,1838,24617,8711,26228,562
Farmland3,8768,11642,81354,805
Commercial:
Secured31,43629,88082,5263,891147,733
Unsecured1,1823,97615,97821,136
PPP59821,52622,124
Consumer and other353,61913,51317,167
Total loans$80,653$271,106$1,548,199$46,779$1,946,737

The following
table sets forth the contractual maturities of our loan portfolio at December 31, 2020:

(dollars in thousands)Due in 1 year or lessDue after 1 year through 5 yearsDue after 5 years through 15 yearsDue after 15 yearsTotal
Real estate:
Commercial$46,579$100,882$821,130$33,906$1,002,497
Commercial land and development7,2482,67268010,600
Commercial construction12,35815,88363,51991,760
Residential construction5,7546,16011,914
Residential1,4624,90522,2051,85930,431
Farmland41013,06036,69450,164
Commercial:
Secured44,23036,05563,211143,496
Unsecured1,5801,69214,25417,526
PPP147,965147,965
Consumer and other513,8351,0354,921
Total loans$119,672$333,109$1,022,728$35,765$1,511,274

62

The following table sets forth the
sensitivity to interest rate changes of our loan portfolio at December 31, 2021:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$394,648$1,191,584$1,586,232
Commercial land and development7226,6547,376
Commercial construction54,21454,214
Residential construction7,3887,388
Residential2,22226,34028,562
Farmland4,18350,62254,805
Commercial:
Secured34,771112,962147,733
Unsecured19,8411,29521,136
PPP22,12422,124
Consumer and other17,16717,167
Total loans$495,678$1,451,059$1,946,737

The following
table sets forth the sensitivity to interest rate changes of our loan portfolio at December 31, 2020:

(dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Real estate:
Commercial$134,029$868,468$1,002,497
Commercial land and development7439,85710,600
Commercial construction15,52776,23391,760
Residential construction11,91411,914
Residential2,73727,69430,431
Farmland4,46445,70050,164
Commercial:
Secured28,241115,255143,496
Unsecured14,8822,64417,526
PPP147,965147,965
Consumer and other4,9214,921
Total loans$353,509$1,157,765$1,511,274

Asset Quality

We manage the
quality of our loans based upon trends at the overall loan portfolio level as well as within each product type. We measure and
monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral
coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy
of our allowance for loan losses.

Our primary
objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies,
established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually
evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying
characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that
we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis
is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating
statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property
insurance compliance. We design our practices to facilitate the early detection and remediation of problems within our loan portfolio.
Assigned risk classifications are an integral part of management assessing the adequacy of our allowance for loan losses. We periodically
employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial
institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower
credit due to general economic conditions.

63

Nonperforming
Assets

Our
nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans
and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued
are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full
and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest
or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current
period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection
of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest
and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

Troubled
Debt Restructurings

We consider
a loan to be a TDR when we have granted a concession and the borrower is experiencing financial difficulty. In order to determine
whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will
be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under
our internal underwriting policy. A TDR loan generally is kept on non-accrual status until, among other criteria, the borrower
has paid for six consecutive months with no payment defaults, at which time the TDR may be placed back on accrual status.

COVID-19
Deferments

The CARES Act,
as amended by the Consolidated Appropriations Act, specified that COVID-19 related loan modifications executed between March 1,
2020 and the earlier of: (i) 60 days after the date of termination of the national emergency declared by the President; and (ii)
January 1, 2022, on loans that were current as of December 31, 2019 are not TDRs. Additionally, under guidance from the federal
banking agencies, other short-term modifications made on a good faith basis in response to COVID-19 to borrowers that were current
prior to any relief are not TDRs under ASC Subtopic 310-40, “Troubled Debt Restructuring by Creditors.” These modifications
include short-term modifications (e.g., up to six months) such as payment deferrals, fee waivers, extensions of repayment terms,
or delays in payment that are insignificant. We elected to apply these temporary accounting provisions to loans under payment
relief beginning in March 2020. As of December 31, 2021, six borrowing relationships with six loans totaling $12.2 million, or
0.63% of the loan portfolio, were in a COVID-19 deferment period and three loans totaling $0.1 million had been in a COVID-19
deferment period in the third quarter of 2021 but were not in a deferment period as of December 31, 2021. None of the loans that
received COVID-19 deferments in the fourth quarter of 2021 had the principal portion deferred to the respective maturity of the
loan. We accrue and recognize interest income on loans under payment relief based on the original contractual interest rates.
When payments resume at the end of the relief period, the payments will generally be applied to accrued interest due until accrued
interest is fully paid.

PPP Loan
Forgiveness

At December
31, 2021, there were 60 PPP loans outstanding totaling $22.1 million, which included 59 loans totaling $21.5 million funded during
2021 under the second round of the PPP stimulus plan. Approximately 11 of these PPP loans, or 18.33% of total PPP loans at December
31, 2021, totaling $0.6 million, were less than or equal to $0.15 million and had access to streamlined forgiveness processing.
At December 31, 2021, 1,370 PPP loan forgiveness applications had been submitted to the SBA and forgiveness payments had been
received on 1,367 of these PPP loans, totaling $332.4 million in principal and interest. The Company has submitted all forgiveness
applications on the first round of PPP loans and received payment on all but one pending application. We expect full forgiveness
of the second round of PPP loans to be completed in the near term.

SBA
7(a) Payments Made Under the CARES Act

Section 1112
of the CARES Act required the SBA to make payments on new and existing 7(a) loans for up to six months. The Consolidated Appropriations
Act amended this section of the CARES Act to extend the payment on 7(a) loans in existence on March 27, 2020, beginning on February
1, 2021, for up to eight or eleven months, depending on the borrower’s industry code, and to require the SBA to make up
to three months of payments on new 7(a) loans approved between February 1, 2021 and September 30, 2021. These payments are not
deferments but rather full payments of principal and interest that the borrower will not be responsible for in the future. In
the year ended December 31, 2021, the SBA made payments under this program on 1,099 of our SBA 7(a) loans, totaling $7.6 million
in principal and interest. As of December 31, 2021, 25 loans totaling $2.9 million were still eligible to receive these payments
under the CARES Act.

64

SBA
Loans

During 2021,
the Company sold 169 SBA 7(a) loans with government guaranteed portions totaling $41.4 million. Of the loans sold in 2021, the
Company received gross proceeds of $45.3 million resulting in a net gain on sale of $3.9 million. The Company did not sell any
PPP loans in 2021.

During 2020,
the Company sold 373 SBA 7(a) loans with government guaranteed portions totaling $71.3 million. Of the loans sold in 2020, the
Company received gross proceeds of $79.7 million resulting in a net gain on sale of $4.0 million. Additionally, the company sold
157 PPP loans with balances of $10.6 million resulting in a gain of $0.2 million.

Non-accrual
Loans

The following
table provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

(dollars in thousands)December 31, 2021December 31, 2020
Non-accrual loans
Real estate:
Commercial$122$137
Commercial land and development
Commercial construction
Residential construction
Residential178183
Farmland
Commercial:
Secured288132
Unsecured
PPP
Consumer and other
Total non-accrual loans588452
Loans past due 90 days or more and still accruing
Real estate:
Commercial
Commercial land and development
Commercial construction
Residential construction
Residential
Farmland
Commercial:
Secured
Unsecured
PPP
Consumer and other
Total loans past due and still accruing
Total nonperforming loans588452
Real estate owned
Total nonperforming assets$588$452
COVID-19 deferments$12,156$41,439
Performing TDRs (not included above)$$
Allowance for loan losses to period end non-accrual loans3,954.30%4,909.07%
Non-accrual loans to period end loans0.03%0.03%
Nonperforming assets to total assets0.02%0.02%
Nonperforming loans plus performing TDRs to period end loans0.03%0.03%
COVID-19 deferments to period end loans0.63%2.75%

65

The
ratio of non-accrual loans to period end loans was unchanged at 0.03% as of December 31, 2020 and December 31, 2021, partially due to
the stability of our non-accrual loans.

The
ratio of the allowance for loan losses to period end non-accrual loans decreased from 4,909.07% as of December 31, 2020 to 3,954.30%
as of December 31, 2021. The decrease was primarily due to an increase in the allowance for loan losses of 4.75% from December 31, 2020
to December 31, 2021, coupled with a 30.04% increase in period end non-accrual loans from December 31, 2020 to December 31, 2021, which
was primarily due to an increase of $0.2 million in commercial secured non-accrual loans from December 31, 2020 to December 31, 2021.
The rate at which the allowance for loan losses increased was significantly less than the rate at which non-accrual loans increased year-over-year,
thus causing a decrease in the ratio of allowance for loan losses to period end non-accrual loans year-over-year.

Potential
Problem Loans

We utilize a
risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing
the adequacy of our allowance for loan losses. All loans are grouped into a risk category at the time of origination. Commercial
real estate loans over $1.0 million are reevaluated at least annually for proper classification in conjunction with our review
of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment
patterns, collateral condition, and other relevant information comes to our attention.

The banking
industry defines loans graded substandard or doubtful as “classified” loans. Loans by credit quality risk rating were
as follows as of the periods indicated:

(dollars in thousands)PassWatchSubstandardDoubtfulTotal
December 31, 2021
Real estate:
Commercial$1,575,006$1,970$9,256$$1,586,232
Commercial land and development7,3767,376
Commercial construction48,2885,92654,214
Residential construction7,3887,388
Residential28,38417828,562
Farmland54,80554,805
Commercial:
Secured135,1317511,180137,062
Unsecured21,13621,136
PPP22,12422,124
Consumer17,16717,167
Total loans$1,916,805$8,647$10,614$$1,936,066
PassWatchSubstandardDoubtfulTotal
December 31, 2020
Real estate:
Commercial$950,118$16,836$35,543$$1,002,497
Commercial land and development10,60010,600
Commercial construction85,8605,90091,760
Residential construction11,91411,914
Residential30,24818330,431
Farmland50,16450,164
Commercial:
Secured136,9921,552132138,676
Unsecured17,52617,526
PPP147,965147,965
Consumer4,9214,921
Total loans$1,446,308$24,288$35,858$$1,506,454

Loans designated
as watch and substandard, which are not considered adversely classified, decreased to $19.3 million at December 31, 2021 from
$60.1 million at December 31, 2020, reducing reserves related to classified and watch loans by $0.5 million, which was offset
by additional provision for loan growth. There were no loans with doubtful risk grades at December 31, 2021 or December 31, 2020.

66

Allowance
for Loan Losses

The allowance
for loan losses is established through a provision for loan losses charged to operations. Loans are charged against the allowance
for loan losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously
charged-off amounts, if any, are credited to the allowance for loan losses.

The allowance
for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability
of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect
the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This
evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information
becomes available.

In the year
ended December 31, 2021, our methodology for evaluating allowance for loan losses continued to be affected by the COVID-19 pandemic,
resulting in sustained higher reserve levels, primarily related to our commercial real estate portfolio. Reserves on the commercial
real estate portfolio increased period-over-period due to higher uncertainty related to the COVID-19 pandemic and related economic
effects.

While the entire
allowance for loan losses is available to absorb losses from any and all loans, the following table represents management’s
allocation of our allowance for loan losses by loan category, and the percentage of the allowance for loan losses in each category,
for the periods indicated.

The allowance
for loan losses was $23.2 million at December 31, 2021, as compared to $22.2 million at December 31, 2020. The $1.1 million increase
is due to a $1.7 million provision for loan losses recorded during the year ended December 31, 2021, offset by net charge-offs
of $0.6 million during the year ended December 31, 2021.

The following
table is a summary of the allowance for loan losses by loan class as of the periods indicated:

December 31, 2021December 31, 2020
(dollars in thousands)Dollars% of TotalDollars% of Total
Collectively evaluated for impairment:
Real estate:
Commercial$12,86955.37%$9,35842.17%
Commercial land and development500.22%770.35%
Commercial construction3711.60%8213.70%
Residential construction500.22%870.39%
Residential1920.83%2200.99%
Farmland6452.78%6152.77%
Commercial:
Secured6,68728.77%9,47642.71%
Unsecured2070.89%1790.81%
PPP0.00%0.00%
Consumer and other8893.82%6322.85%
Unallocated1,1114.78%7243.26%
23,07199.28%22,189100.00%
Individually evaluated for impairment1720.72%0.00%
1720.72%0.00%
Total allowance for loan losses$23,243100.00%$22,189100.00%

67

The following
table provides information on the activity within the allowance for loan losses as of and for the periods indicated:

As of and for the year ended
December 31, 2021December 31, 2020
(dollars in thousands)Activity% of Period End LoansActivity% of Period End Loans
Loans held for investment$1,936,066$1,506,454
Allowance for loan losses (beginning of period)$22,189$14,915
Net (charge-offs) recoveries:
Real estate:
Commercial0.00%0.00%
Commercial land and development0.00%0.00%
Commercial construction0.00%0.00%
Residential construction0.00%0.00%
Residential0.00%900.30%
Farmland0.00%0.00%
Commercial:
Secured(559)(0.41)%(1,428)(1.03)%
Unsecured0.00%0.00%
PPP0.00%0.00%
Consumer and other(87)(0.51)%(388)(7.88)%
Net charge-offs(646)(0.03)%(1,726)(0.11)%
Provision for loan losses1,7009,000
Allowance for loan losses (end of period)$23,243$22,189
Allowance for loan losses to total loans1.20%1.47%

The
ratio of allowance for loan losses to total loans was 1.20% at December 31, 2021, compared to 1.47% at December 31, 2020. The decrease
was primarily due to an improvement in economic conditions for commercial secured loans during fiscal year 2021 and increased loan growth
year-over-year. Excluding PPP loans, the ratio of the allowance for loan losses to total loans was 1.21% and 1.63% at December 31, 2021
and 2020, respectively. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures
to the most directly comparable GAAP financial measure. Non-accrual loans totaled $0.6 million, or 0.03% of total loans, at December
31, 2021, remaining largely unchanged from $0.5 million, or 0.03% of total loans, at December 31, 2020.

68

Net
charge-offs as a percent of period end loans decreased slightly from 0.11% for the year ended December 31, 2020 to 0.03% for the year
ended December 31, 2021. The net recovery rate related to the residential real estate portfolio was 0.30% for the year ended December
31, 2020 and 0.00% for the year ended December 31, 2021. The net charge-off rate related to the commercial secured portfolio improved
from 1.03% in the year ended December 31, 2020 to 0.41% in the year ended December 31, 2021. The net charge-off rate related to the consumer
portfolio improved from 7.88% in the year ended December 31, 2020 to 0.51% in the year ended December 31, 2021.

Liabilities

During 2021,
total liabilities increased by $501.7 million from $1.8 billion at December 31, 2020 to $2.3 billion at December 31, 2021. This
increase was primarily due to an increase in total deposits of $501.9 million, comprised of increases of $201.0 million in non-interest-bearing
deposits and $300.9 million in interest-bearing deposits.

Deposits

Representing
98.46% of our total liabilities as of December 31, 2021, deposits are our primary source of funding for our business operations.

Total deposits
increased by $501.9 million, or 28.13%, to $2.3 billion at December 31, 2021 from $1.8 billion as of December 31, 2020. Deposit
increases were attributed to an increase in the number of new relationships, as well as fluctuations in our existing accounts.
Non-interest-bearing deposits increased by $201.0 million in 2021 to $902.1 million, and represented 39.46% of total deposits
at December 31, 2021, compared to 39.30% of total deposits at December 31, 2020. Our loan to deposit ratio was 85.09% at December
31, 2021 compared to 84.50% at December 31, 2020. We intend to continue to operate our business with a loan to deposit ratio similar
to these levels.

The following
tables summarize our deposit composition by average deposits and average rates paid for the periods indicated:

For the year ended
December 31, 2021December 31, 2020
(dollars in thousands)Average AmountAverage Rate Paid% of Total DepositsAverage AmountAverage Rate Paid% of Total Deposits
Transaction accounts$155,1630.10%12.74%$141,2930.26%12.28%
Money market and savings1,009,8470.19%82.89%906,5990.64%78.78%
Time53,2220.32%4.37%102,8901.16%8.94%
Total deposits$1,218,2320.18%100.00%$1,150,7820.64%100.00%

Uninsured
deposits, excluding time deposits, totaled $1.3 billion and $1.1 billion at December 31, 2021 and 2020, respectively.

As
of December 31, 2021, our 26 largest deposit relationships, each accounting for more than $10.0 million, totaled $912.7 million, or 39.93%
of our total deposits. As of December 31, 2020, our 18 largest deposit relationships, each accounting for more than $10.0 million, totaled
$641.2 million, or 35.90% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and
have helped to continue to grow our deposit base. Our large deposit relationships are comprised of the following entity types as of the
periods indicated:

(dollars in thousands)December 31, 2021December 31, 2020
Municipalities$424,483$318,357
Non-Profit181,080165,046
Business307,132157,757
Total$912,695$641,160

Our largest
single deposit relationship relates to a non-profit association that supports hospitals and health systems. The balances for this
customer were $155.0 million, or 6.78% of total deposits, at December 31, 2021 and $133.3 million, or 7.50%, of total deposits
at December 31, 2020.

69

The following
table sets forth the maturity of time deposits as of December 31, 2021:

(dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
Remaining maturity:
Three months or less$77,563$25,771$103,334$75,063
Over three through six months305606911109
Over six through twelve months2626
Over twelve months11
Total$77,868$26,404$104,272$75,172

FHLB Advances
and Other Borrowings

From time to
time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There were no borrowings outstanding
as of December 31, 2021 and December 31, 2020.

In
2017 and 2019, we issued subordinated notes of $25.0 million and $3.75 million, respectively. This debt was issued to investors in private
placement transactions. See Note 9, Long Term Debt and Other Borrowings, in the notes to our consolidated financial statements included
in this Annual Report on Form 10-K for additional information regarding these subordinated notes. The proceeds of the notes constitute
Tier 2 capital under the regulatory capital rules of the federal banking agencies. The following table is a summary of our outstanding
subordinated notes as of December 31, 2021:

(dollars in thousands)Issuance DateAmount of NotesPrepayment RightMaturity Date
Subordinated notesSeptember 2017$25,000September 28, 2022September 15, 2027
Fixed at 6.00% through September 15, 2022, then three-month London Inter-bank Offered Rate (“LIBOR”) plus 404.4 basis points (4.25% as of December 31, 2021) through maturity
Subordinated notesNovember 2019$3,750September 30, 2022September 15, 2027
Fixed at 5.50% through September 15, 2022, then three-month LIBOR plus 354.4 basis points (3.75% as of December 31, 2021) through maturity

Shareholders’
Equity

Shareholders’
equity totaled $235.0 million at December 31, 2021 and $133.8 million at December 31, 2020. The increase in shareholders’ equity
was primarily attributable to net proceeds of $111.2 million from the issuance of 6,054,750 shares of common stock in our IPO and net
income recognized of $42.4 million, partially offset by $51.9 million in cash dividends paid during the year ended December 31, 2021.

Liquidity and Capital Resources

Liquidity
Management

We manage liquidity
based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the
availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and
the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank,
the FDIC evaluates the liquidity of the Bank on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers
to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate
to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals,
borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations
that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds,
and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal,
or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity
management.

70

The
Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required
to meet its debt service requirements on its subordinated debt. The Company’s main source of cash flow is dividends declared and
paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company,
including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory
approval. Under the California Financial Code, payment of a dividend from the Bank to Bancorp without advance regulatory approval is
restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal
years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our
ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s
projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position
in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive
process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of
the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management
include effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate
strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and
monitoring systems including stress tests that are commensurate with the complexity of our business activities; active management of
intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of
highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in
stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency
cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity
risk management process.

Our liquidity
position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity
requirements are met primarily through our deposits, FHLB advances, and the principal and interest payments we receive on loans
and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying
balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available
to us include funds from retail and wholesale deposits, advances from the FHLB, and proceeds from the sale of loans. Less commonly
used sources of funding include borrowings from the Federal Reserve Bank of San Francisco discount window, draws on established
federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities. We believe that we have
ample liquidity resources to fund future growth and meet other cash needs as necessary.

Sources and
Uses of Cash

Our
executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process.
Generally speaking, our principal funding source is cash from gathering of deposits, and our principal uses of cash include funding of
loans, operating expenses, income taxes, and dividend payments, as described below. In 2021, we also had significant cash inflows as
a result of our IPO.

Based
on our current capital allocation objectives, during 2022, we project expending approximately $0.5 million to $1.5 million of cash related
to continued buildout of our IT systems and processes and $10.3 million of cash for dividends on our common stock (based on the assumptions
described below). We project an additional distribution to shareholders of record as of May 3, 2021 of approximately $4.9 million for
the final distribution of the Accumulated Adjustments Account (“AAA”) payout under the Company’s Tax Sharing Agreement,
which represents previously taxed but undistributed earnings. The final AAA distribution amount is subject to adjustment upon completion
of the 2021 tax return, which could be material.

For
the 12-month period ending December 31, 2022, we project that our fixed commitments could potentially include: (i) approximately $249.0
million to fund off balance sheet commitments outstanding at December 31, 2021; (ii) $5.0 million for IT services, IT support and compliance
expenditures; and (iii) $1.0 million for operating leases. In future years, we expect that our main sources and uses of cash will relate
primarily to regular operating activities.

As
of December 31, 2021, management believes the above-mentioned sources will provide adequate liquidity during the next twelve months
for the Bank to meet its operating needs.

71

IPO

On May 7, 2021,
we completed our IPO at a price of $20.00 per share. We raised approximately $111.2 million
in net proceeds after deducting underwriting discounts and commissions of approximately $8.5 million and certain estimated offering
expenses payable by us of approximately of $1.3 million. The net proceeds less $2.1 million in other related expenses, including
audit fees, legal fees, listing fees, and other expenses totaled $109.1 million.

Loans

Loans are a
significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold
to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments,
changes in interest rates, the general economic environment, competition, and the political environment.

During the year
ended December 31, 2021, we had cash outflows of $426.9 million in loan originations and advances, net of principal collected,
and $48.2 million in loans originated for sale.

Additionally,
we enter into commitments to extend credit in the ordinary course of business, such as commitments to fund new loans and undisbursed
construction funds. While these commitments represent contractual cash requirements, a portion of these commitments to extend credit
may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At
December 31, 2021, total off-balance sheet commitments totaled $248.9 million. We expect to fund these commitments to the extent utilized
primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are
our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest
income and net interest margin.

Our deposits
are made up of primarily non-interest checking and money market deposits. Aside from commercial and business clients, a significant
portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing
and amount of customer deposits, changes in market rates, and collateral availability.

During the year
ended December 31, 2021, we had significant cash inflows related to an increase in deposits of $501.9 million, primarily as a
result of an increase in the number of new relationships and fluctuations in existing accounts.

Over
the next twelve months, $103.3 million of time deposits are expected to mature. Additionally, we expect to obtain a new time deposit
in the amount of $75.0 million with a state organization. We expect $0.9 million of time deposits to mature through 2026. As these time
deposits mature, some of these deposits may not renew due to market competition. However, based on our historical runoff experience,
we expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis
on local deposits, combined with our liquid investment portfolio, as discussed below, provides a stable funding base.

Investment
Securities

Our
investment securities, excluding held-to-maturity securities, totaled $148.8 million at December 31, 2021. At December 31, 2021, 53.02%
and 32.57% of our investment portfolio consisted of mortgage-backed securities and obligations of states and political subdivisions,
respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds
from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment
speed and interest rate environment, we expect to receive approximately $14.4 million from our securities over the next 12 months. In
future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our
liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

During the year
ended December 31, 2021, we had cash proceeds from sales, maturities, and/or prepayments of securities of $65.8 million, offset
by cash outflows of $99.7 million related to investment securities purchased. Additionally, at December 31, 2021, securities available-for-sale
totaled $148.8 million, of which $63.4 million has been pledged as collateral for borrowings and other commitments.

72

Future Contractual
Obligations

Our
estimated future obligations as of December 31, 2021 include both current and long-term obligations. Under our operating leases as discussed
in Note 15, Commitments and Contingencies, we have a current obligation of $1.0 million and a long-term obligation of $4.4 million. We
also have a current obligation of $103.3 million and a long-term obligation of $0.9 million related to time deposits, as discussed in
Note 8, Interest-Bearing Deposits. We have subordinated notes of $28.4 million, all of which are long-term obligations. Finally, we have
one significant, long-term contract for core processing services. While the actual obligation is unknown and dependent on certain factors,
including volume and activities, we estimate that our current obligation under this contract is $1.2 million and our long-term obligation
is $0.5 million, which is estimated using 2021 average monthly expense extrapolated over the remaining life of the contract.

FHLB Financing

The Bank is
a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31,
2021, the Bank had a total financing availability of $275.8 million, net of letters of credit issued of $420.5 million.

Impact of
Inflation

Our consolidated
financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial
position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power
of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial
companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact
on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction
or to the same extent as the price of goods or services.

Dividends

A
use of liquidity for the Company is shareholder dividends. Bancorp paid dividends to its shareholders totaling $51.9 million during the
year ended December 31, 2021, including a cash distribution in the amount of $27.0 million paid
on May 21, 2021 to shareholders of record as of May 3, 2021, for the AAA payout, which is described in further detail in the Company’s
Registration Statement on Form S-1.

We
expect to continue our current practice of paying quarterly cash dividends in respect to our common stock subject to our board of directors’
discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend
rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning
a portion of our earnings to our shareholders. Assuming continued payment during 2022 at a rate of $0.15 per share, which is the rate
of each of our three last quarterly dividend payments, our average total dividend paid each quarter would be approximately $2.6 million
based on the number of current outstanding shares, which assumes no increases or decreases in the number of shares, and considering that
unvested RSAs share equally in dividends with outstanding common stock.

Historical Information

The following table summarizes our
consolidated cash flow activities:

For the year endedAmount
(dollars in thousands)December 31, 2021December 31, 2020Increase (Decrease)
Net cash provided by operating activities$28,657$51,475$(22,818)
Net cash used in investing activities(455,011)(372,630)(82,381)
Net cash provided by financing activities561,190434,282126,908

Operating Activities

Net
cash provided by operating activities decreased by $22.8 million for the year ended December 31, 2021 as compared to the year
ended December 31, 2020, primarily due to a decrease in loans originated for sale, offset by a decrease in proceeds from sale
of loans. Various other, less material items made up the remainder of the change. Cash provided by operating activities is subject
to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and
payments of interest expense, accounts payable, and bonuses.

For
additional information about our operating results, see “Results of Operations” above.

73

Investing Activities

Net
cash used in investing activities increased by $82.4 million for the year ended December 31, 2021 as compared to the year ended
December 31, 2020, primarily due to an increase in loan originations, net of repayments, an increase in purchases of available-for-sale
securities, and an increase in purchases of bank-owned life insurance, partially offset by decreases in time deposits in banks.

Financing Activities

Net
cash provided by financing activities increased by $126.9 million for the year ended December 31, 2021 as compared to the year ended
December 31, 2020, primarily due to proceeds received in connection with the IPO during the year and growth in deposit account balances,
partially offset by an increase in cash dividends paid, including a cash dividend payout from the Company’s AAA.

Capital Adequacy

We manage our
capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality,
our level of allowance for loan losses, our geographic and industry concentrations, and other risk factors on our balance sheet,
including interest rate sensitivity.

Bancorp and
the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure
to meet minimum capital requirements as set forth in the following tables can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a material effect on our consolidated financial statements.
We operate under the Small Bank Holding Company Policy Statement, and, accordingly, are exempt from the Federal Reserve’s
generally applicable risk-based capital ratio and leverage ratio requirements. The Bank is subject to minimum risk-based and leverage
capital requirements under federal regulations implementing the Basel III framework, and to regulatory thresholds that must be
met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action
framework. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated
under regulatory accounting practices. Capital amounts for Bancorp and the Bank, as well as the Bank’s prompt corrective
action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings,
and other factors. As of December 31, 2021, both Bancorp and the Bank were in compliance with all applicable regulatory capital
requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews
capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our
anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized”
under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios that would be
required for it to be considered a well-capitalized bank holding company.

The capital
adequacy ratios as of December 31, 2021 and December 31, 2020 for Bancorp and the Bank are presented in the following tables.
As of December 31, 2021 and December 31, 2020, Bancorp’s Tier 2 capital included subordinated debt, which was not included
at the Bank level.

Capital Ratios for BancorpActual RatioRequired for Capital Adequacy Purposes1Ratio to be Well- Capitalized under Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2021
Total capital (to risk-weighted assets)$285,12813.98%$163,177≥ 8.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$233,39711.44%$122,382≥ 6.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$233,39711.44%$91,787≥ 4.50%N/AN/A
Tier 1 leverage$233,3979.47%$98,600≥ 4.00%N/AN/A
December 31, 2020
Total capital (to risk-weighted assets)$176,86112.18%$116,138≥ 8.00%N/AN/A
Tier 1 capital (to risk-weighted assets)$130,3478.98%$87,103≥ 6.00%N/AN/A
Common equity tier 1 capital (to risk-weighted assets)$130,3478.98%$65,327≥ 4.50%N/AN/A
Tier 1 leverage$130,3476.58%$79,204≥ 4.00%N/AN/A

74

Capital Ratios for the BankActual RatioRequired for Capital Adequacy PurposesRatio to be Well- Capitalized under Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2021
Total capital (to risk-weighted assets)$279,15213.69%$163,078≥ 8.00%$203,848≥ 10.00%
Tier 1 capital (to risk-weighted assets)$255,80712.55%$122,309≥ 6.00%$163,078≥ 8.00%
Common equity tier 1 capital (to risk-weighted assets)$255,80712.55%$91,731≥ 4.50%$132,501≥ 6.50%
Tier 1 leverage$255,80710.38%$98,555≥ 4.00%$123,193≥ 5.00%
December 31, 2020
Total capital (to risk-weighted assets)$174,00211.99%$116,114≥ 8.00%$145,143≥ 10.00%
Tier 1 capital (to risk-weighted assets)$155,80810.73%$87,086≥ 6.00%$116,114≥ 8.00%
Common equity tier 1 capital (to risk-weighted assets)$155,80810.73%$65,314≥ 4.50%$94,343≥ 6.50%
Tier 1 leverage$155,8087.87%$79,199≥ 4.00%$98,998≥ 5.00%
Column 1Column 2
1Presented as if Bancorp were subject to Basel III capital requirements. The Company operates under the Small Bank Holding Company Policy Statement and therefore is not currently subject to generally applicable capital adequacy requirements.

Recent Accounting
Pronouncements

For
a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not
yet adopted by us as of December 31, 2021, see Note 2, Recently Issued Accounting Standards, of our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K.

Non-GAAP
Financial Measures

Some of the
financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure
as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that
have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable
measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements
of shareholders’ equity, or statements of cash flows.

Allowance
for loan losses to total loans, excluding PPP loans, average loans, excluding PPP loans, average loan yield, excluding PPP loans,
tangible shareholders’ equity to tangible assets, and tangible book value per share are non-GAAP financial measures.

Allowance
for loan losses to total loans, excluding PPP loans, is defined as allowance for loan losses, divided by total loans less PPP
loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans.

Average
loans, excluding PPP loans, is defined as the daily average loan balance, less the daily average loan balance of PPP loans, and
includes both performing and nonperforming loans. The most directly comparable GAAP financial measure is average loans.

Average
loan yield, excluding PPP loans, is defined as the interest income on loans, excluding interest income on PPP loans, divided by
the average total loans, excluding average PPP loans. The most directly comparable GAAP financial measure is average loan yield.

75

Tangible
shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by
total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’
equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible
shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each
of the periods indicated.

Tangible
book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the
outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value
per share. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value
per share is the same as book value per share at the end of each of the periods indicated.

We believe that
these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial
condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial
measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in
accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use.
Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose but may calculate
them differently. You should understand how we and other companies each calculate their non-GAAP financial measures when making
comparisons.

The following
reconciliation table provides a more detailed analysis of these non-GAAP financial measures along with their most directly comparable
financial measures calculated in accordance with GAAP.

Allowance for loan losses to total loans, excluding PPP loans (dollars in thousands)December 31, 2021December 31, 2020
Allowance for loan losses (numerator)$23,243$22,189
Total loans1,945,1311,507,979
Less: PPP loans22,124147,965
Total loans, excluding PPP loans (denominator)$1,923,007$1,360,014
Allowance for loan losses to total loans, excluding PPP loans1.21%1.63%
For the year ended
Average loans, excluding PPP loans (dollars in thousands)December 31, 2021December 31, 2020
Average total loans$1,637,280$1,439,380
Less: Average PPP Loans116,652165,414
Average total loans, excluding PPP loans1,520,6281,273,966
For the year ended
Average loan yield, excluding PPP loans (dollars in thousands)December 31, 2021December 31, 2020
Interest income on loans$78,894$71,405
Less: interest income on PPP loans7,4176,535
Interest income on loans, excluding PPP loans (numerator)71,47764,870
Average total loans1,637,2801,439,380
Less: average PPP loans116,652165,414
Average total loans, excluding PPP loans (denominator)$1,520,628$1,273,966
Average loan yield, excluding PPP loans4.70%5.09%