grepcent / static financial knowledge base

GREAT SOUTHERN BANCORP, INC. (GSBC)

CIK: 0000854560. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-06.

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

SEC company page: https://www.sec.gov/edgar/browse/?CIK=854560. Latest filing source: 0001104659-26-024659.

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

Business

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

Risk Factors

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

Selected Fundamentals

MetricValueUnitFYFiled
Revenue313,732,000USD20252026-03-06
Net income70,973,000USD20252026-03-06
Assets5,598,606,000USD20252026-03-06

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000854560.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.

Metric2016201720182019202020212022202320242025
Revenue185,175,000183,061,000205,949,000234,994,000217,703,000198,673,000226,977,000296,835,000324,698,000313,732,000
Net income45,342,00051,564,00067,109,00073,612,00059,313,00074,627,00075,948,00067,800,00061,807,00070,973,000
Diluted EPS3.213.644.715.144.215.466.025.615.266.19
Operating cash flow80,639,00062,817,00094,195,00086,419,00046,048,00093,742,00084,846,00080,700,00044,064,00081,521,000
Capital expenditures10,878,0007,404,0009,317,00011,789,0008,224,0005,739,00020,110,0007,300,0004,924,00011,465,000
Dividends paid12,232,00012,894,00015,819,00029,052,00033,426,00018,800,00019,181,00019,282,00018,708,00018,724,000
Share buybacks0.000.00903,000849,00022,104,00039,123,00061,847,00023,326,00015,152,00044,461,000
Assets4,550,663,0004,414,521,0004,676,200,0005,015,072,0005,526,420,0005,449,944,0005,680,702,0005,812,402,0005,981,628,0005,598,606,000
Liabilities4,120,857,0003,942,859,0004,144,223,0004,412,006,0004,896,679,0004,833,192,0005,147,615,0005,240,573,0005,382,060,0004,962,480,000
Stockholders' equity429,806,000471,662,000531,977,000603,066,000629,741,000616,752,000533,087,000571,829,000599,568,000636,126,000
Cash and cash equivalents279,769,000242,253,000202,742,000220,155,000563,729,000717,267,000168,520,000211,333,000195,756,000189,554,000
Free cash flow69,761,00055,413,00084,878,00074,630,00037,824,00088,003,00064,736,00073,400,00039,140,00070,056,000

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.

Metric2016201720182019202020212022202320242025
Net margin24.49%28.17%32.59%31.33%27.24%37.56%33.46%22.84%19.04%22.62%
Return on equity10.55%10.93%12.62%12.21%9.42%12.10%14.25%11.86%10.31%11.16%
Return on assets1.00%1.17%1.44%1.47%1.07%1.37%1.34%1.17%1.03%1.27%
Liabilities / equity9.598.367.797.327.787.849.669.168.987.80

Industry Peer Context

Each number-line places GSBC 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

GSBC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GSBC 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%GSBC 22.6%

ROE peer context

GSBC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GSBC 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%GSBC 11.2%

ROA peer context

GSBC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GSBC 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%GSBC 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

GSBC FY2025 free cash flow bridge from reported figures.GSBC FY2025 free cash flow bridge from reported figures.GSBC free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$81.5MOperating cash flow-$11.5MCapex$70.1MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001104659-26-024659; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001104659-26-024659; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001104659-26-024659; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

GSBC revenue, last 5 periods. Source: SEC companyfacts FY2025.GSBC revenue, last 5 periods. Source: SEC companyfacts FY2025.GSBC RevenueLatest point: FY2025 = $313.7MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

GSBC net income, last 5 periods. Source: SEC companyfacts FY2025.GSBC net income, last 5 periods. Source: SEC companyfacts FY2025.GSBC Net incomeLatest point: FY2025 = $71.0MSource: 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 0001104659-26-024659; filed 2026-03-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

GSBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.GSBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.GSBC Diluted EPSLatest point: FY2025 = $6.19/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$4.00/share$8.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

GSBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.GSBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.GSBC Operating cash flowLatest point: FY2025 = $81.5MSource: 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 0001104659-26-024659; filed 2026-03-06. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

GSBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.GSBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.GSBC Capital expendituresLatest point: FY2025 = $11.5MSource: 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 0001104659-26-024659; filed 2026-03-06. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

GSBC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.GSBC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.GSBC Dividends paidLatest point: FY2025 = $18.7MSource: 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 0001104659-26-024659; filed 2026-03-06. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

GSBC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.GSBC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.GSBC Share buybacksLatest point: FY2025 = $44.5MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

GSBC assets, last 5 periods. Source: SEC companyfacts FY2025.GSBC assets, last 5 periods. Source: SEC companyfacts FY2025.GSBC AssetsLatest point: FY2025 = $5.6BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: Assets. Source concepts: us-gaap:Assets.

GSBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.GSBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.GSBC LiabilitiesLatest point: FY2025 = $5.0BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

GSBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.GSBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.GSBC Stockholders' equityLatest point: FY2025 = $636.1MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

GSBC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.GSBC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.GSBC Cash and cash equivalentsLatest point: FY2025 = $189.6MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-024659; filed 2026-03-06. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

GSBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.GSBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.GSBC Free cash flowLatest point: FY2025 = $70.1MSource: 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 0001104659-26-024659; filed 2026-03-06. 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/CIK0000854560.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-Q22022-06-301.44reported discrete quarter
2022-Q32022-09-301.46reported discrete quarter
2023-Q12023-03-311.67reported discrete quarter
2023-Q22023-06-3073,618,00018,320,0001.52reported discrete quarter
2023-Q32023-09-3075,272,00015,879,0001.33reported discrete quarter
2023-Q42023-12-3176,482,00013,145,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3177,390,00013,407,0001.13reported discrete quarter
2024-Q22024-06-3080,927,00016,988,0001.45reported discrete quarter
2024-Q32024-09-3083,796,00016,490,0001.41reported discrete quarter
2024-Q42024-12-3182,585,00014,922,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3180,243,00017,160,0001.47reported discrete quarter
2025-Q22025-06-3080,975,00019,786,0001.72reported discrete quarter
2025-Q32025-09-3079,079,00017,752,0001.56reported discrete quarter
2025-Q42025-12-3173,435,00016,275,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3171,165,00017,476,0001.58reported discrete quarter

Quarterly Charts

GSBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC Quarterly RevenueLatest point: 2026-Q1 = $71.2MSource: 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 0001104659-26-057039; filed 2026-05-07. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

GSBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC Quarterly Net incomeLatest point: 2026-Q1 = $17.5MSource: 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 0001104659-26-057039; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

GSBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.GSBC Quarterly Diluted EPSLatest point: 2026-Q1 = $1.58/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$1.00/share$2.00/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 0001104659-26-057039; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-057039.

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

Forward-looking Statements

When used in this Quarterly Report on Form 10-Q and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with or to the Securities and Exchange Commission (the “SEC”), in the Company’s press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the effects of any new or continuing public health issues on general economic and financial market conditions; (iv) fluctuations in interest rates, the effects of inflation or a potential recession, whether caused by Federal Reserve actions or otherwise; (v) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (vi) slower or negative economic growth caused by tariffs, changes in energy prices, supply chain disruptions or other factors; (vii) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (viii) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (ix) the Company’s ability to access cost-effective funding and maintain sufficient liquidity; (x) fluctuations in real estate values and both residential and commercial real estate market conditions; (xi) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company’s business; (xiv) changes in accounting policies and practices or accounting standards; (xv) results of examinations of the Company and the Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvi) costs and effects of litigation, including settlements and judgments; (xvii) competition; and (xviii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in the Company’s most recent Annual Report on Form 10-K, including, without limitation, those described under “Item 1A. Risk Factors,” subsequent Quarterly Reports on Form 10-Q and other documents filed or furnished from time to time by the Company with the SEC (which are available on our website at www.greatsouthernbank.com and the SEC’s website at www.sec.gov), could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies, Judgments and Estimates

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

31

Allowance for Credit Losses and Valuation of Foreclosed Assets

The Company believes that the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated credit losses. The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified loans with a balance of $100,000 or more, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, commercial real estate price index, consumer sentiment and construction spending. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the principal balance over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

See Note 6 “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements included in this report for additional information regarding the allowance for credit losses. Inherent in this process is the evaluation and risk assessment of individual credit relationships. From time to time, certain credit relationships may deteriorate due to changes in payment performance, cash flow of the borrower, value of collateral, or other factors. Due to these changing circumstances, management may revise its loss estimates and assumptions for these specific credits. In some cases, losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit.

In addition, the Company considers that the determination of the valuation of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sale of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sale of the assets could differ materially from the carrying value reflected in the financial statements, resulting in gains or losses that could materially impact earnings in future periods.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of March 31, 2026, the Company had one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized are tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At March 31, 2026, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and the assumption of related deposits in the St. Louis market. Other identifiable deposit intangible assets that were subject to amortization were amortized on a straight-line basis over a period of seven years and have been fully amortized.

32

In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on its campus in Springf

[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: 2026-03-06. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following sets forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by Forvis Mazars, LLP. See Item 8. “Financial Statements and Supplementary Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.

​ ​ ​December 31,
​ ​ ​2025​ ​ ​2024​ ​ ​2023​ ​ ​2022​ ​ ​2021
(Dollars In Thousands)
Summary Statement of Financial Condition Information:
Assets$5,598,606$5,981,628$5,812,402$5,680,702$5,449,944
Loans receivable, net4,363,6914,697,3304,595,4694,511,6474,016,235
Allowance for credit losses on loans64,77164,76064,67063,48060,754
Available-for-sale securities523,831533,373478,207490,592501,032
Held-to-maturity securities179,200187,433195,023202,495
Other real estate and repossessions, net6,0365,993232332,087
Deposits4,482,7744,605,5494,721,7084,684,9104,552,101
Total borrowings and other interest- bearing liabilities405,169679,341423,806366,481238,713
Stockholders’ equity (retained earnings substantially restricted)636,126599,568571,829533,087616,752
Common stockholders’ equity636,126599,568571,829533,087616,752
Average loans receivable4,633,9924,716,5334,631,8564,386,0424,274,176
Average total assets5,814,6095,886,2145,719,1965,519,7905,502,356
Average deposits4,679,0984,681,6604,754,3104,607,3634,539,740
Average stockholders’ equity623,749585,960550,920565,173627,516
Number of deposit accounts225,750228,885230,697232,688229,942
Number of full-service offices8989909293

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​ ​ ​For the Year Ended December 31,
​ ​ ​2025​ ​ ​2024​ ​ ​2023​ ​ ​2022​ ​ ​2021
(In Thousands)
Summary Statement of Income Information:
Interest income:
Loans$285,460$297,176$271,952$205,751$186,269
Investment securities and other28,27227,52224,88321,22612,404
313,732324,698296,835226,977198,673
Interest expense:
Deposits94,137109,70588,75720,67613,102
Securities sold under reverse repurchase agreements1,1601,4071,20532437
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities14,64018,2227,5001,066
Subordinated debentures issued to capital trust1,5471,7981,736875448
Subordinated notes2,0154,4234,4224,4227,165
113,499135,555103,62027,36320,752
Net interest income200,233189,143193,215199,614177,921
Provision (credit) for credit losses on loans1,7002,2503,000(6,700)
Provision (credit) for unfunded commitments451,016(5,329)3,187939
Net interest income after provision (credit) for credit losses and provision (credit) for unfunded commitments200,188186,427196,294193,427183,682
Non-interest income:
Commissions1,6261,2271,1531,2081,263
Overdraft and insufficient funds fees5,1825,1407,6177,8726,686
POS and ATM fee income and service charges13,20213,58614,34615,70515,029
Net gain on loan sales3,2723,7792,3542,5849,463
Net realized loss on sales of available-for-sale securities(130)
Late charges and fees on loans1,1935127861,1821,434
Gain (loss) on derivative interest rate products(62)(58)(337)321312
Other income4,6396,3794,1545,3994,130
29,05230,56530,07334,14138,317
Non-interest expense:
Salaries and employee benefits79,96378,59978,52175,30070,290
Net occupancy and equipment expense35,29732,11830,83428,47129,163
Postage3,5653,3293,5903,3793,164
Insurance4,4484,6224,5423,1973,061
Advertising2,9293,1243,3963,2613,072
Office supplies and printing9531,0081,057867848
Telephone2,7972,7722,7303,1703,458
Legal, audit and other professional fees4,1665,3997,0866,3306,555
Expense (income) on other real estate and repossessions(518)(304)311359627
Intangible asset amortization434433286768863
Other operating expenses7,90910,3958,6708,2646,534
141,943141,495141,023133,366127,635
Income before income taxes87,29775,49785,34494,20294,364
Provision for income taxes16,32413,69017,54418,25419,737
Net income$70,973$61,807$67,800$75,948$74,627

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​ ​ ​At or For the Year Ended December 31,
​ ​ ​2025​ ​ ​2024​ ​ ​2023​ ​ ​2022​ ​ ​2021
(Number of Shares In Thousands)
Performance Data and Ratios:
Per Common Share Data:
Basic earnings per common share$6.23$5.28$5.65$6.07$5.50
Diluted earnings per common share6.195.265.616.025.46
Cash dividends declared1.661.601.601.561.40
Book value per common share57.5051.1448.4443.5846.98
Average shares outstanding11,39711,69511,99212,51713,558
Year-end actual shares outstanding11,06211,72411,80412,23113,128
Average fully diluted shares outstanding11,45711,75512,08012,60713,674
Earnings Performance Ratios:
Return on average assets(1)1.22%1.05%1.19%1.38%1.36%
Return on average stockholders’ equity(2)11.3810.5512.3113.4411.89
Non-interest income to average total assets0.500.520.530.620.70
Non-interest expense to average total assets2.442.402.472.422.32
Average interest rate spread(3)3.102.762.973.593.22
Year-end interest rate spread3.182.862.783.633.20
Net interest margin(4)3.673.423.573.803.37
Efficiency ratio(5)61.9164.4063.1657.0559.03
Net overhead ratio(6)1.941.881.941.801.62
Common dividend pay-out ratio(7)26.8230.4228.5225.9125.64
Asset Quality Ratios:
Allowance for credit losses/year-end loans1.46%1.36%1.39%1.39%1.49%
Non-performing assets/year-end loans and foreclosed assets0.180.200.250.080.15
Allowance for credit losses/non-performing loans3,093.151,812.48550.481,729.691,120.31
Net charge-offs (recoveries)/average loans(0.00)0.030.020.010.00
Gross non-performing assets/year end assets0.150.160.200.070.11
Non-performing loans/year-end loans0.050.070.250.080.13
Balance Sheet Ratios:
Loans to deposits97.34%101.99%97.33%96.30%88.23%
Average interest-earning assets as a percentage of average interest-bearing liabilities127.44126.98131.11140.32139.94
Capital Ratios:
Average common stockholders’ equity to average assets10.7%10.0%9.6%10.2%11.4%
Year-end tangible common stockholders’ equity to tangible assets(8)11.29.99.79.211.2
Great Southern Bancorp, Inc.:
Tier 1 capital ratio14.112.812.411.013.4
Total capital ratio15.315.415.213.516.3
Tier 1 leverage ratio12.211.211.010.611.3
Common equity Tier 1 ratio13.612.311.910.612.9
Great Southern Bank:
Tier 1 capital ratio13.012.613.111.914.1
Total capital ratio14.313.914.313.115.4
Tier 1 leverage ratio11.311.011.611.511.9
Common equity Tier 1 ratio13.012.613.111.914.1
Column 1Column 2
(1)Net income divided by average total assets.
Column 1Column 2
(2)Net income divided by average stockholders’ equity.
Column 1Column 2
(3)Yield on average interest-earning assets less rate on average interest-bearing liabilities.
Column 1Column 2
(4)Net interest income divided by average interest-earning assets.
Column 1Column 2
(5)Non-interest expense divided by the sum of net interest income plus non-interest income.
Column 1Column 2
(6)Non-interest expense less non-interest income divided by average total assets.
Column 1Column 2
(7)Cash dividends per common share divided by earnings per common share.
Column 1Column 2
(8)Non-GAAP Financial Measure. For additional information, including a reconciliation to GAAP, see “– Non-GAAP Financial Measures.”

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Forward-looking Statements

When used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with or to the Securities and Exchange Commission (the “SEC”), in the Company’s press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the effects of any new or continuing public health issues on general economic and financial market conditions; (iv) fluctuations in interest rates, the effects of inflation or a potential recession, whether caused by Federal Reserve actions or otherwise; (v) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (vi) slower or negative economic growth caused by tariffs,changes in energy prices, supply chain disruptions or other factors; (vii) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (viii) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (ix) the Company’s ability to access cost-effective funding and maintain sufficient liquidity; (x) fluctuations in real estate values and both residential and commercial real estate market conditions; (xi) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company’s business; (xiv) changes in accounting policies and practices or accounting standards; (xv) results of examinations of the Company and the Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvi) costs and effects of litigation, including settlements and judgments; (xvii) competition; and (xviii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in this Annual Report on Form 10-K, including, without limitation, those described under “Item 1A. Risk Factors,” subsequent Quarterly Reports on Form 10-Q and other documents filed or furnished from time to time by the Company with the SEC (which are available on our website at www.greatsouthernbank.com and the SEC’s website at www.sec.gov), could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies, Judgments and Estimates

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

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Allowance for Credit Losses and Valuation of Foreclosed Assets

The Company believes that the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated credit losses. The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified loans with a balance of $100,000 or more, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, commercial real estate price index, consumer sentiment and construction spending. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the principal balance over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

The Company measures the allowance for credit losses under ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, referred to as the CECL methodology. See Note 3 to the accompanying financial statements contained in Item 8 of this Report for additional information. Inherent in this process is the evaluation and risk assessment of individual credit relationships. From time to time, certain credit relationships may deteriorate due to changes in payment performance, cash flow of the borrower, value of collateral, or other factors. Due to these changing circumstances, management may revise its loss estimates and assumptions for these specific credits. In some cases, losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit.

In addition, the Company recognizes that the determination of the valuation of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sale of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sale of the assets could differ materially from the carrying value reflected in the financial statements, resulting in gains or losses that could materially impact earnings in future periods.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of December 31, 2025, the Company had one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized are tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At December 31, 2025, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and the assumption of related deposits

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in the St. Louis market. Other identifiable deposit intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years and have been fully amortized.

In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on the university’s campus in Springfield, Missouri. The terms of the agreement provide the naming rights to Great Southern Bank for a total cost of $5.5 million, to be paid over a period of seven years. The Company expects to amortize the naming rights intangible assets through non-interest expense over a period not to exceed 15 years.

At December 31, 2025, the amortizable intangible assets consisted of the arena naming rights of $4.3 million. The amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value. See Note 1 to the accompanying audited financial statements for additional information.

Based on the Company’s qualitative goodwill impairment testing, management does not believe any of the Company’s goodwill or other intangible assets were impaired as of December 31, 2025. While management believes no impairment existed at December 31, 2025, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

Current Economic Conditions

Changes in economic conditions could cause the values of assets and liabilities recorded in the Company’s financial statements to fluctuate rapidly, resulting in material future adjustments to asset values, the allowance for credit losses, or capital that could negatively affect the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity. Following the housing and mortgage crisis and correction beginning in mid-2007, the United States entered an economic downturn. Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009. Economic conditions improved in the subsequent years, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels. The U.S. economy continued to operate at historically strong levels until the COVID-19 pandemic in March 2020, which severely affected tourism, labor markets, business travel, immigration, and the global supply chain, among other areas. The economy plunged into recession in the first quarter of 2020, as efforts to contain the spread of the coronavirus forced all but essential business activity, or any work that could not be done from home, to stop, shuttering factories, restaurants, entertainment, sporting events, retail shops, personal services, and more.

More than 22 million jobs were lost in March and April 2020 as businesses closed their doors or reduced their operations, sending employees home on furlough or layoffs. With uncertain incomes and limited buying opportunities, consumer spending plummeted. As a result, gross domestic product (GDP), the broadest measure of the nation’s economic output, plunged. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), a fiscal relief bill passed by Congress and signed by the President in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and loans to small businesses intended to help keep employees on their payroll, fueling a historic bounce-back in economic activity.

Total fiscal support to the economy throughout the pandemic, including the CARES Act, the American Rescue Plan of March 2021, and several smaller fiscal packages, totaled well over $5 trillion. The amount of this support was equal to almost 25% of pre-pandemic 2019 GDP and approximately three times the level of support provided during the global financial crisis of 2007-2008.

Additionally, the Federal Reserve acted decisively by slashing its benchmark interest rate to near zero and ensuring credit availability to businesses, households, and municipal governments. The Federal Reserve’s efforts largely insulated the financial system from the problems in the economy, a significant difference from the financial crisis of 2007-2008. Purchases of Treasury and agency mortgage-backed securities totaling $120 billion each month by the Federal Reserve commenced shortly after the pandemic began. In November 2021, the Federal Reserve began to taper its quantitative easing (QE), winding down its bond purchases with its final open market purchase conducted on March 9, 2022. The federal government deficit was $2.8 trillion in fiscal 2021, close to $1.4 trillion in fiscal 2022, and $1.7 trillion in fiscal 2023. The Federal Reserve aggressively raised the federal funds interest rates from early 2022 through mid - 2023, pushing the federal funds rate to more than 5.50%, its highest level in 22 years. The Federal Reserve’s actions were motivated by surging inflation in 2021 caused by pandemic-fueled spending, which outpaced the ability of producers to supply goods and services after having been impacted by COVID-related shutdowns and clogged transportation systems. The Federal Reserve made some headway in its attempt to force inflation down. The federal funds rate range was between 5.25% to 5.50% until mid-September

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2024. The target range decreased in December 2025 to 3.50%-3.75%. The Federal Reserve’s action in December 2025 represented the third consecutive rate cut in the latter part of 2025 and 1.75% in total cuts from September 2024.

The personal consumption expenditures (PCE) price index, the Federal Reserve’s preferred measure of inflation, eased from its peak of 7.1% in June 2022 to 2.9% in December 2023. At December 31, 2025, Core PCE, which excludes food and energy prices, rose 3.0% from one year ago, above the Federal Reserve’s target of 2%.

Based on Moody’s U.S. Baseline Outlook and Alternative Scenarios Analysis dated January 2026, real GDP grew in the 3rd quarter of 2025 by 4.3% annualized. The new January outlook on GDP growth for 2026 and 2027 is 2.6% and 1.5%, respectively, which is an increase for 2026 from December’s projection of 2.1% and a decrease for 2027, which was 1.9%.

Employment

The national unemployment rate decreased slightly to 4.4% for December 2025 compared to 4.6% for November 2025. The number of unemployed individuals was 7.5 million as of December 2025. Healthcare, social assistance, food services and drinking places and nonfarm payroll employment contributed 115,000 of total job gains in December 2025.

As of December 2025, the labor force participation rate (the share of working-age Americans employed or actively looking for a job) remained stable at 62.4%. The unemployment rate for the Midwest, where the Company conducts most of its business, was unchanged from November 2025 to December 2025 at 4.1 %. Unemployment rates for December 2025 in the states where the Company has a branch or a loan production office were: Arizona at 4.3%, Arkansas at 4.2%, Colorado at 3.8%, Georgia at 3.6%, Illinois at 4.6%, Iowa at 3.5%, Kansas at 3.8%, Minnesota at 4.1%, Missouri at 3.9%, Nebraska at 3.0%, North Carolina at 3.9%, and Texas at 4.3%. These rates were relatively unchanged for a majority of the states compared to November 2025.

Single Family Housing

Existing-home sales increased 5.1% in December 2025, compared to November 2025, to a seasonally adjusted annual rate of 4.35 million; year-over-year existing home sales increased 1.4%. In the Midwest, existing-home sales slowed to 2.0% in December 2025 at an annual rate of 2.02 million, up 3.6% from one year earlier.

The median existing-home sales price rose 0.4% from December 2024 to $405,400 in December 2025. The median price in the Midwest was $306,000, up 3.1% from December 2024. The South and West regions reported median price decreases when compared to the prior year of 0.3% and 1.4%, respectively.

Total housing inventory registered at the end of December 2025 was 1.18 million units, down 18.1% from November 2025 and up 3.5% from one year ago. Unsold inventory sat at a 3.3-month supply at the end of December 2025, down from 4.2 months in November 2025 and up 3.2 months in December 2024.

New home construction dropped precipitously after the financial crisis of 2007-2008 and has yet to fully recover. Issues contributing to the country’s current housing shortage include increasing labor and materials costs, availability of building materials, increased interest rates and tighter lending underwriting standards. Single-family housing starts in December 2025 were at a rate of 981,000, 4.1% above the revised figure for November 2025 of $942,000.

Sales of new single‐family houses in December 2025 were at a seasonally adjusted annual rate of 745,000 according to the U.S. Census Bureau and the Department of Housing and Urban Development. This was 1.7% below the November 2025 rate of 758,000 and 3.8% above the December 2024 rate of 718,000.

The median sales price of new houses sold in December 2025 was $414,400. This is 4.2% above the November 2025 median price of $397,600. The seasonally‐adjusted estimate of new houses for sale at the end of December 2025 represented a supply of 7.6 months at the current sales rate.

According to Freddie Mac, the average commitment rate for a 30-year, fixed-rate mortgage was 6.09% as of January 22, 2026, down from 6.96% one year ago.

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Other Residential (Multi-Family) Housing and Commercial Real Estate

According to CoStar, the U.S. apartment market's supply-demand dynamic is ready for a rebalancing. Net deliveries in the fourth quarter of 2025 fell below 100,000 units, a decline of more than 30% from the same period a year earlier. After compressing slightly in the first half of 2025, vacancy increased in the second half of the year to its current rate of 8.6%. This prolonged imbalance signals a combination of cooling renter demand and lingering elevated new construction, which will keep vacancy high in the near term. Vacancy rates increased among quality segments, rising to 11.2% for 4- and 5-Star buildings, 8.1 % among 3 Star buildings and 6.1% for 1- & 2-Star buildings. Absorption in upcoming quarters is expected to slowly chip away at the nation's overall vacancy rate, which is forecast to decline from 8.5% at year-end 2025 to 8.4% by the fourth quarter of 2026. While overall vacancy is expected to decline in 2026, stabilized vacancy is forecast to inch upward through the first quarter of 2027, reflecting ongoing efforts to absorb the supply overhang built up over the past two years. This separation, easing overall vacancy alongside continually elevated stabilized vacancy, suggests rent growth improvement may be gradual, with its pace tempered by softness in stabilized communities.

Per CoStar, developers pushed supply to a 40-year high in 2024, with annual net deliveries peaking above 700,000 units in the fourth quarter. Annual supply fell by 25% in 2025 to approximately 523,000 units and is expected to decline by more than 36% in 2026 to approximately 333,000 units, the lowest level since 2014. The effect of the slowdown is not symmetrical across the nation. Phoenix, Atlanta, Houston, and Austin are forecasting significant delivery/supply cuts. Under-construction volumes also fell sharply in the fourth quarter of 2025, including declines of nearly 2,000 units in Austin, and notable reductions in Phoenix. On the opposite side of the spectrum, eleven of the largest 50 markets posted year-over-year increases in deliveries in 2025, with Los Angeles, Boston, and Columbus among the markets with rising supply. Miami and Charlotte lead nationally, with more than 8 percent of existing inventory under construction, the highest ratios in the country per CoStar.

Sale transaction activity, which contracted sharply beginning in 2022, has not only stabilized but accelerated, closing 2025 at approximately $135 billion. The rebound reflects a convergence of easing credit conditions, improved liquidity, and investor expectations after three Federal Reserve rate cuts in 2025. Private investors accounted for more than half of acquisitions in 2025, while institutional managers represented roughly one-quarter. This mixture of buyers illustrates a market where private capital is ample and the most likely to execute value-add and opportunistic strategies, while institutional funding remains selective, favoring cash-flowing strategies in supply constrained submarkets.

Our market areas reflected the following apartment vacancy levels as of December 2025: Springfield, Missouri at 7.0%, St. Louis at 10.4%, Kansas City at 9.1%, Minneapolis at 6.5%, Dallas-Fort Worth at 12.1%, Chicago at 5%, Atlanta at 11.6%, Phoenix at 12.4%, Denver at 12.1% and Charlotte, North Carolina at 12.1%.

An uncertain economic outlook dampened the office sector’s momentum through 2025. The national vacancy rate remained at its all-time high at 14.1% at December 31, 2025. On an encouraging note, supply growth has diminished to a historically low level. Net absorption turned positive in each of the final two quarters of 2025, offsetting occupancy losses earlier in the year. Given the overall improvement in performance, the CoStar forecast anticipates a vacancy plateau through 2026, followed by a gradual decrease. Rent growth is expected to strengthen in 2026, led by premium and Class A buildings.

The demand recovery is complex and variable both across and within the country's major cities, according to CoStar. Only about half of major metro areas have posted occupancy gains in the past 12 months, a historically unique occurrence which indicates the fragmented nature of the market. One obstacle to recovery is the stalling out of office using job growth. The hiring slowdown has been mitigated somewhat by a meaningful increase in office attendance. However, much return-to-office momentum seems to be driven by an increase in in-office work by "hybrid" employees. These attendance and employment trends are now interacting with a lack of desirable new supply in many markets to bring availability meaningfully down. The overall national rate has fallen 100 basis points from its peak at 16.5% in early 2024, with four- and five-star buildings seeing even sharper declines. Slowing construction is a major factor, and one result is that there are now approximately 60 fewer Class A buildings in major markets able to accommodate requirements of 100,000 square feet than there were at the start of 2025.

CoStar reported office asking rents have risen little for approximately the past 5 years. Outside of premium buildings and a few strong warm-weather markets, CoStar projects that effective rents are likely to remain stagnant for the next 12 to 18 months even as nominal rates begin to pick back up.

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Investment activity continued to build during 2025, with sales volume reaching $58 billion, a 26% increase from the prior year. The number of office deals that traded during the year were double digits above last year's pace. Even as fundamentals remain fluid, investors are monitoring a potential change in leasing demand. The latter half of 2025 posted the first positive net absorption since 2021 just as the national vacancy rate reached its projected peak. The next several quarters may prove to be a pivotal time for restoring confidence in the office market. If current projections play out, the market could witness the convergence of peaking vacancies, steady leasing activity, a trough in rent growth, and accelerating capital flows. At the same time, the climb in CMBS delinquency rates in recent years is a good reminder that the office recovery is in early stages and will require a multi-year period of incremental progress to fully regain its footing.

As of December 2025, national office vacancy rates remained stable at 14.1%, while our market areas reflected the following vacancy levels: Springfield, Missouri at 4.0%, St. Louis at 10.7%, Kansas City at 10.5%, Minneapolis at 11.8%, Dallas-Fort Worth at 17.9%, Chicago at 17.3%, Atlanta at 16.8%, Denver at 18.1%, Phoenix at 16.4% and Charlotte, North Carolina at 14.2%.

The U.S. retail market experienced a challenging first half of 2025 with store closures and increased bankruptcy filings since 2020. The sector had a positive turn starting in the third quarter of 2025 that continued into the fourth quarter of 2025 with clear signs of stabilization and renewed momentum. The combination of low space availability, steady demand from a diverse array of areas, and minimal new supply should limit the magnitude of any vacancy expansion. The updated forecast calls for move-ins to rise further in the fourth quarter, supporting a stable to improving outlook for absorption and rents. While the balance of risks remains tilted to the downside, the sector's supply-constrained nature and the ongoing shift toward service and experience-based retail continue to reinforce expectations for steady long-term performance.

The share of available space leased each quarter remains elevated, and the median time to lease fell to a new historic low of under 7 months in the third quarter of 2025 (down from 7.3 months for the year and 7.5 months in the first quarter of 2025). Store closures, while a drag on net demand, have provided much-needed supply for expanding tenants. Costar market participants reported exceptionally strong backfill demand for spaces as they became available, with some landlords achieving rent increases of 40% or more on newly leased units. Leasing activity remained limited in number but meaningful in square footage. The following notable entities signed for more than 200,000 SF over the course of the year for 2025, demonstrating that well-located, large format space continues to attract demand when available: Crunch Fitness, The Picklr, Burlington, Hobby Lobby, and Academy Sports.

Rent growth moderated over the course of 2025, reflecting a normalization from the rapid gains seen in the prior two years. Rent performance continues to diverge across markets and segments. Metros in the South and West with strong population and income growth such as Austin, Dallas, and Orlando are outperforming, with annual rent gains of 3–5% or more. In contrast, supply-heavy and slow-growth markets, particularly in the Northeast and Midwest, have lagged, with some even experiencing negative rent growth. High-cost coastal markets are also contending with elevated pass-through costs and slower demand formation, contributing to a performance gap. Looking ahead, rent growth is expected to remain restrained over the next several quarters as the market works through the backlog of space from recent closures. However, much of this space is expected to backfill quickly given the persistent shortage of quality inventory and minimal new construction. As a result, rent growth is forecast to remain in line with recent historical averages. Smaller, well-located spaces and fast-growing metros are expected to continue outperforming, while assets in slower-growth markets face ongoing challenges.

During the fourth quarter of 2025, national retail vacancy rates remained steady at 4.3% while our market areas reflected the following vacancy levels: Springfield, Missouri at 2.4%, St. Louis at 4%, Kansas City at 4.3%, Minneapolis at 2.7%, Dallas-Fort Worth at 4.9%, Chicago at 4.9%, Atlanta at 4.3%, Phoenix at 4.6%, Denver at 4.2%, and Charlotte, North Carolina at 3.2%.

Current U.S. industrial market performance continues to favor the tenant, reporting a decade-long high vacancy rate of 7.5%. Deliveries continued to outpace net absorption in 2025 and impending supply additions will pressure vacancy higher, in conjunction with pressure from ongoing concerns regarding consumer spending. Assuming the economy continues to expand, although at a reduced pace, vacancy is forecast to increase through 2026, peaking at around 8%, and begin declining into 2027 as deliveries moderate. The forecast for weaker absorption and higher near-term vacancy reflects a projected slowdown in U.S. retail spending growth, which Oxford Economics expects to remain positive but slow in 2026.

Annual net absorption remains sluggish, measuring 90.1 million SF over the last 12 months; however, it has strengthened in the second half of 2025. Tariffs present a risk to demand for logistics buildings, particularly in major West Coast port-dependent markets, as import traffic and U.S. consumer spending could slow. While industrial building deliveries are set to moderate further as the

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construction pipeline thins, supply growth will still likely outpace net absorption in upcoming quarters. Industrial tenants remain active, but the pace of new available space listings hitting the market continues to rise, outpacing leasing and raising the U.S. industrial availability rate, which, included under construction supply. Availability increased in most markets across the country. However, smaller spaces continue to lease relatively quickly. Spaces under 50,000 SF had a median month to lease of under 5 months in 2025, compared to 6.2 months for 50,000 to 100,000 SF spaces, and 8 months for spaces over 100,000 SF.

Rents for big-box logistics buildings have declined, while rent growth for small bay buildings remained positive. Rent growth has slowed down from a record gain of over 10% in 2022, diminishing further in 2025 from a 3.2% increase at the end of 2024. Nevertheless, due to the record rent growth achieved from 2021 through 2023, owners in many markets are still able to increase in-place rents when their tenants' long-term leases expire. While concessions were almost nonexistent when the market was booming during 2021 and 2022, three months of free rent are increasingly attainable on 5-to 7-year leases. Elevated vacancy levels will likely continue to restrict landlords' ability to raise rents on large buildings, while weak economic conditions and large rent increases recorded in recent years limit smaller tenants' ability to absorb further sharp increases in rent. Rent growth in 2026 will likely moderate for a third consecutive year due to elevated vacancy, even if net absorption increases gradually. Per CoStar, there is potential for rent growth to accelerate given the limited amount of new supply underway, downside risks to demand from trade disruption and a potential slowdown in U.S. retail spending weigh on the forecast.

For the fourth quarter of 2025, national industrial vacancy was 7.5% while our market areas reflected the following industrial vacancy: Springfield, Missouri at 1.5%, St. Louis at 5.4%, Kansas City at 6%, Minneapolis 4.1%, Dallas-Fort Worth at 8.8%, Chicago at 5.5%, Atlanta at 8.1%, Phoenix at 12.1%, Denver at 8.9% and Charlotte, North Carolina at 9.8%.

Our management will continue to monitor regional, national, and global economic indicators such as unemployment, GDP, housing starts and prices, consumer sentiment, commercial real estate price index and commercial real estate occupancy, absorption and rental rates, as these could significantly affect customers in each of our market areas.

For discussion of the risk factors associated with multi-family and commercial real estate loans, see “Risk Factors – Risks Relating to Lending Activities – Our loan portfolio possesses increased risk due to our relatively high concentration of commercial and residential construction, commercial real estate, other residential (multi-family) and other commercial loans” and “Risk Factors – Risks Relating to Regulation – We currently exceed thresholds defined in interagency guidance on commercial real estate concentrations, and as such, we may incur additional expense or slow the growth of certain categories of commercial real estate lending.”

General

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on its net interest income, as well as provisions for credit losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

The Company’s total assets decreased $383.0 million, or 6.4%, from $5.98 billion at December 31, 2024, to $5.60 billion at December 31, 2025. Full details of the current year changes in total assets are provided below, under “Comparison of Financial Condition at December 31, 2025 and December 31, 2024.”

Loans. In the year ended December 31, 2025, the Company’s net loans decreased $333.5 million, or 7.1%, from $4.69 billion at December 31, 2024, to $4.36 billion at December 31, 2025. This decrease was primarily in other residential (multi-family) loans ($161.8 million decrease), construction loans ($96.5 million decrease), one- to four- family residential loans ($51.3 million decrease), and commercial business loans ($41.8 million decrease). The pipeline of loan commitments remained strong at the end of 2025 and decreased slightly compared to the end of 2024. The pipeline of the unfunded portion of construction loans remained strong at the end of 2025 and decreased slightly compared to the end of 2024. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories. As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline

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and credit quality, no assurance can be given that our loan growth will match or exceed the average level of growth achieved in prior years. The Company’s strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

Until 2025, the Company had experienced total loans receivable balances that were stable to growing over the past few years. Total commercial real estate and commercial construction balances were fairly stable over the past five years. One- to four-family loan totals increased in 2022 and have since decreased each year. Recent significant growth occurred in other residential (multi-family) loans up until 2025; however, other residential (multi-family) loan balances decreased in 2025. Most of Great Southern’s loans are generated in its primary lending locations, including Springfield, St. Louis, Kansas City, Des Moines and Minneapolis, as well as our loan production offices in Atlanta, Charlotte, Chicago, Dallas, Denver, Omaha, and Phoenix. Certain minimum underwriting standards and monitoring help assure the Company’s portfolio quality. All new loan originations that exceed lender approval authorities are subject to review and approval by Great Southern’s loan committee. Generally, the Company considers commercial construction, consumer, other residential (multi-family) and commercial real estate loans to involve a higher degree of risk compared to some other types of loans, such as first mortgage loans on one- to four-family, owner-occupied residential properties. For other residential (multi-family), commercial real estate, commercial business and construction loans, the credits are subject to an analysis of the borrower’s and guarantor’s financial condition, credit history, verification of liquid assets, collateral, market analysis and repayment ability. It has been, and continues to be, Great Southern’s practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. To minimize construction risk, projects are monitored as construction draws are requested by comparison to budget and with progress verified through property inspections. The geographic and product diversity of collateral, equity requirements and limitations on speculative construction projects help to mitigate overall risk in these loans. Underwriting standards for all loans also include loan-to-value ratio limitations, which vary depending on collateral type, debt service coverage ratios or debt payment to income ratio guidelines, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Consumer loans, other than home equity loans, are primarily secured by new or used motor vehicles and these loans are subject to underwriting standards designed to assure portfolio quality. In 2019, the Company discontinued indirect auto loan originations.

Of the total loan portfolio at December 31, 2025 and 2024, 92.3% and 92.0%, respectively, was secured by real estate, as this is the Bank’s primary focus in its lending efforts. At December 31, 2025 and 2024, commercial real estate and commercial construction loans (excluding multi-family loans) were 38.3% and 36.1% of the Bank’s total loan portfolio, respectively. Commercial real estate and commercial construction loans generally afford the Bank an opportunity to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. They do, however, present somewhat greater risk to the Bank because they may be more adversely affected by conditions in the real estate markets or in the economy generally. At both December 31, 2025 and 2024, loans made in the Springfield, Missouri metropolitan statistical area (Springfield MSA) comprised 8% of the Bank’s total loan portfolio. The Company’s headquarters are located in Springfield and we have operated in this market since 1923. Loans made in the St. Louis metropolitan statistical area (St. Louis MSA) comprised 16% and 17% of the Bank’s total loan portfolio at December 31, 2025 and 2024, respectively. The Company’s expansion into the St. Louis MSA, beginning in May 2009, has provided an opportunity to not only diversify from the Springfield MSA, but also has provided access to a larger economy with increased lending opportunities despite higher levels of competition. Loans made in the St. Louis MSA are primarily commercial real estate, commercial business and other residential (multi-family) loans, which are less likely to be impacted by the higher levels of unemployment rates, as mentioned above under “Current Economic Conditions,” than if the focus were on one- to four-family residential and consumer loans. For further discussions of the Bank’s loan portfolio, and specifically, commercial real estate and commercial construction loans, see “Item 1. Business – Lending Activities.”

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The percentage of fixed-rate loans in our loan portfolio has been as much as 39% in recent years and was 34% as of December 31, 2025. The majority of the increase in fixed rate loans over the past few years was in commercial real estate, which typically has short durations within our portfolio. Of the total amount of fixed rate loans in our portfolio as of December 31, 2025, approximately 80% mature within the next five years and therefore are not considered to create significant long-term interest rate risk for the Company. The majority of the loans within the portfolio that mature in over five years are one- to four- family residential loans. Fixed rate loans make up only a portion of our balance sheet and our overall interest rate risk strategy. As of December 31, 2025, our interest rate risk models indicated a one-year interest rate earnings sensitivity position that is generally balanced to modestly positive in an increasing rate environment. For further discussion of our interest rate sensitivity gap and the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.” For discussion of the risk factors associated with interest rate changes, see “Risk Factors – We may be adversely affected by interest rate changes.”

While our policy allows us to lend up to 95% of the appraised value on one-to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. Private mortgage insurance is typically required for loan amounts above the 80% level. Few exceptions occur and would be based on analyses which determined minimal transactional risk to be involved. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At both December 31, 2025 and 2024, 0.2% of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At both December 31, 2025 and 2024, an estimated 0.4%, of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

The level of non-performing loans and foreclosed assets affects our net interest income and net income. We generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.

Available-for-sale Securities. Available-for-sale securities decreased $9.6 million, or 1.8%, from $533.4 million at December 31, 2024, to $523.8 million at December 31, 2025. For further information on investment securities, see Note 2 to the accompanying financial statements contained in this Report.

Held-to-maturity Securities. Held-to-maturity securities decreased $8.2 million, or 4.4%, from $187.4 million at December 31, 2024, to $179.2 million at December 31, 2025. For further information on investment securities, see Note 2 to the accompanying financial statements contained in this Report.

Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, internet channels and brokered deposits. The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities. In the year ended December 31, 2025, total deposit balances decreased $122.8 million, or 2.7%. Compared to December 31, 2024, transaction account balances increased $73.2 million and retail certificates of deposit decreased $87.3 million. The increase in transaction accounts was primarily a result of an increase in various money market accounts, as small businesses and individuals appear to be seeking a higher-yielding alternative. Retail certificates of deposit decreased due to a decrease in retail certificates generated through the banking center network and time deposits initiated through internet channels, which experienced a planned decrease as part of the Company’s balance sheet management between funding sources. Brokered deposits, including IntraFi program purchased funds, were $663.4 million at December 31, 2025, a decrease of $108.7 million from $772.1 million at December 31, 2024. The Company uses brokered deposits of select maturities and interest rate characteristics from time to time to supplement its various funding channels and to manage interest rate risk.

Our deposit balances may fluctuate depending on customer preferences and our relative need for funding. We do not consider our retail certificates of deposit to be guaranteed long-term funding because customers can withdraw their funds at any time with minimal interest penalty. When loan demand trends upward, we can increase rates paid on deposits to attract more deposits and utilize brokered deposits to generate additional funding. The level of competition for deposits in our markets is high. It is our goal to gain deposit market share, particularly checking accounts, in our branch footprint. To accomplish this goal, increasing rates to attract deposits may be necessary, which could negatively impact the Company’s net interest margin.

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Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create either fixed or variable rate funding, as desired, which more closely matches the interest rate nature of much of our loan portfolio. It also gives us greater flexibility in increasing or decreasing the duration of our funding. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.

Securities sold under reverse repurchase agreements with customers. Securities sold under reverse repurchase agreements with customers decreased $15.9 million, or 24.8%, from $64.4 million at December 31, 2024 to $48.5 million at December 31, 2025. These balances fluctuate over time based on customer demand for this product.

Short-Term Borrowings and Other Interest-bearing Liabilities. The Company’s FHLBank term advances were $-0- at both December 31, 2025 and December 31, 2024. At December 31, 2025 and 2024, overnight borrowings from the FHLBank were $330.0 million and $333.0 million, respectively, which are included in short-term borrowings.

Short-term borrowings and other interest-bearing liabilities decreased $183.3 million from $514.2 million at December 31, 2024 to $330.9 million at December 31, 2025. The Company may utilize overnight borrowings and short-term FHLBank advances, depending on relative interest rates. In addition, as of December 31, 2024, the Company had utilized BTFP borrowings of $180.0 million from FRBSTL, which were repaid in full in 2025.

Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by changes in market interest rates. A large portion of our loan portfolio is tied to one-month SOFR, three-month SOFR or the “prime rate” and adjusts immediately or shortly after the index rate adjusts (subject to the effect of contractual interest rate floors on some of the loans, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see “Quantitative and Qualitative Disclosures About Market Risk”).

The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% in December 2015, the FRB had last changed interest rates in December 2008. This was the first rate increase since September 2006. The FRB also implemented rate increases of 0.25% on eight additional occasions beginning in December 2016 through December 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate stood at 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16. At December 31, 2021, the Federal Funds rate was 0.25%. In 2022, the FRB implemented rate increases of 0.25%, 0.50%, 0.75%, 0.75%, 0.75%, 0.75% and 0.50% in March, May, June, July, September, November and December 2022, respectively. At December 31, 2022, the Federal Funds rate was 4.50%. In 2023, the FRB implemented rate increases of 0.25%, 0.25%, 0.25% and 0.25% in February, March, May and July 2023, respectively. At December 31, 2023 the Federal Funds rate was 5.50%. In 2024, the FRB implemented rate decreases of 0.50%, 0.25%, and 0.25% in September, November and December, respectively. At December 31, 2024, the Federal Funds rate was 4.50%. In 2025, the FRB implemented rate decreases of 0.25% in each of September, October, and December 2025, respectively. At December 31, 2025 the Federal Funds rate was 3.75%. Financial markets now expect the possibility of further decreases in Federal Funds interest rates in 2026 to be mixed, if any, with potential cuts of only 0.25% at a methodical pace and with interest rate decisions being made at each FRB meeting based on economic data available at the time.

Great Southern’s loan portfolio includes loans ($1.58 billion at December 31, 2025) tied to various SOFR indices that will be subject to adjustment at least once within 90 days after December 31, 2025. All of these loans have interest rate floors at various rates. Great Southern also has a portfolio of loans ($654.1 million at December 31, 2025) tied to a “prime rate” of interest that will adjust immediately or within 90 days of a change to the “prime rate” of interest. Nearly all of these loans had interest rate floors at various rates. At December 31, 2025, nearly all of these SOFR and “prime rate” loans had fully-indexed rates that were at or above their floor rate. We expect the majority of these SOFR and “prime rate” loans to move fully with future market interest rate decreases, as many of these loans have floor rates well below their current index rate.

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A rate cut by the FRB generally would be expected to have an immediate negative impact on the Company’s interest income on loans due to the large total balance of loans tied to the SOFR indexes or the “prime rate” index that will be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts. Interest rate floors may at least partially mitigate the negative impact of interest rate decreases. Loans at their floor rates are, however, subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate. There may also be a negative impact on the Company’s net interest income if the Company is unable to significantly lower its funding costs due to a highly competitive rate environment for deposits, although interest rates on assets may decline further. Conversely, market interest rate increases would normally result in increased interest rates on our SOFR-based and prime-based loans.

As of December 31, 2025, Great Southern’s interest rate risk models indicate that, generally, rising interest rates are expected to have a modestly positive impact on the Company’s net interest income, while declining interest rates are expected to have a mostly neutral impact on net interest income. Any negative impact of a falling Federal Funds rate and other market interest rates also falling could be more pronounced if we are not able to decrease non-maturity deposit rates accordingly. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following relatively minor changes in interest rates because our portfolios are relatively well matched in a twelve-month horizon.

In a situation where market interest rates increase significantly in a short period of time, our net interest margin increase may be more pronounced in the very near term (first one to three months), due to fairly rapid increases in SOFR interest rates and “prime” interest rates. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in SOFR interest rates and “prime” interest rates. In the subsequent months, we would expect that net interest margin would stabilize and begin to recover, as renewal interest rates on maturing time deposits decrease.

Beginning in March 2022, market interest rates, including LIBOR interest rates, SOFR interest rates and “prime” interest rates, began to increase rapidly. This resulted in increasing loan yields and expansion of our net interest income and net interest margin throughout 2022 and into the first three months of 2023. In 2023, market interest rate increases moderated and loan yield increases moderated in line with market rates. However, there has been increased competition for deposits and other sources of funding, resulting in higher costs for those funds. This has been especially true since early March 2023. Deposit and other funding costs moderated a bit in late 2024 as the FRB cut the federal funds rate. Deposit and other funding costs further moderated in late 2025 as the FRB cut the federal funds rate three times, but competition for deposits remains significant. For further discussion of the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”

Non-interest Income and Non - interest (Operating) Expenses. The Company’s profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, POS interchange fees, late charges and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided under “Results of Operations and Comparison for the Years Ended December 31, 2025 and 2024.”

Business Initiatives

The Company maintains its focus on technology initiatives and advancements with its current core provider. Several projects to improve customer-facing online services and delivery continue to move forward. These investments in both foundational projects and a heightened customer experience continue to foster an organizational emphasis on innovation and forward progress.

The Company’s banking centers and loan production offices are consistently reviewed to measure performance and ensure responsiveness to changing customer needs and preferences. As such, the Company may open banking centers and loan production offices and invest resources where customer demand leads, and from time to time, consolidate offices or even exit markets when conditions dictate.

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The following changes were initiated in 2025 and early 2026:

Column 1Column 2Column 3
The Company installed 10 ITM units in the St. Louis, Mo. market, replacing existing end-of-life ATM units. The ITMs, all located at banking center locations, offer customers live teller services, extended banking hours, and services beyond those traditionally available via an ATM.
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Great Southern’s new banking center at 723 N. Benton Ave. in Springfield, Mo., opened October 20, 2025, replacing an existing branch. The new facility, designed as a next-generation banking center, features customer-centered designs, tools, and technology, and will allow the Company to test new processes and innovations. The location is one of 12 banking centers the Company operates in Springfield, in addition to a drive-thru Express Center.
Column 1Column 2Column 3
In January 2026, the Company consolidated operations of its Edina, Minn., banking center, located at 3400 W. 66th St., in Edina, Minn., with its banking center at 10880 175th Court in Lakeville, Minn. Great Southern operates two additional banking centers in the greater Minneapolis area. A 24-hour deposit ATM will remain at the Edina location to serve customers.
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The Company expects to transition its banking center located at 4700 Mid Rivers Mall Dr. in Cottleville, Mo., to its second drive-thru Express Center location in Spring 2026. This will be the Company's first Express Center in the St. Louis, Mo., market. In addition to the Cottleville location, the Company operates 17 other locations in the St. Louis metro region.

Effect of Federal Laws and Regulations

Federal legislation and regulation significantly affect the operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated banking organizations such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank. For additional information, see “Item 1. Business—Government Supervision and Regulation.”

Recent Accounting Pronouncements

See Note 1 to the accompanying audited financial statements, which are included in Item 8 of this Report, for a description of recent accounting pronouncements including the respective dates of adoption and expected effects on the Company’s financial position and results of operations.

Comparison of Financial Condition at December 31, 2025 and December 31, 2024

During the year ended December 31, 2025, total assets decreased by $383.0 million, or 6.4%, to $5.60 billion. The decrease was primarily attributable to decreases in net loans receivable, which are further described below.

Cash and cash equivalents were $189.6 million at December 31, 2025, a decrease of $6.2 million, or 3.2%, from $195.8 million at December 31, 2024. This decrease was primarily due to a $12.9 million decrease in interest-bearing deposits at the FRBSTL.

The Company’s available-for-sale securities decreased $9.6 million, or 1.8%, compared to December 31, 2024. The decrease was primarily due to normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations, partially offset by increases in the fair value of securities due to declining market interest rates. Net proceeds from payments received were primarily used to reduce borrowings. The available-for-sale securities portfolio was 9.4% and 8.9% of total assets at December 31, 2025 and 2024, respectively.

The Company’s held-to-maturity securities decreased $8.2 million, or 4.4%, compared to December 31, 2024. The decrease was primarily due to normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. Net proceeds from payments received were primarily used to reduce borrowings. The held-to-maturity securities portfolio was 3.2% and 3.1% of total assets at December 31, 2025 and 2024, respectively.

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Net loans decreased $333.5 million, or 7.1%, from December 31, 2024, to $4.36 billion at December 31, 2025. This decrease was primarily due to decreases in other residential (multi-family) loans of $161.8 million, construction loans of $96.5 million, one- to four-family residential loans of $51.3 million and commercial business loans of $41.8 million. The pipeline of loan commitments and the unfunded portion of construction loans remained strong at December 31, 2025. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories.

Total liabilities decreased $419.6 million from $5.38 billion at December 31, 2024 to $4.96 billion at December 31, 2025. The decrease was primarily due to decreases in short-term borrowings from FHLBank, the repayment of the borrowings under the FRBSTL BTFP program, the repayment of the subordinated notes and decreases in brokered deposits.

Total deposits decreased $122.8 million, or 2.7%, from $4.61 billion at December 31, 2024 to $4.48 billion at December 31, 2025. Transaction account balances increased $73.2 million, from $3.06 billion at December 31, 2024 to $3.13 billion at December 31, 2025. Retail certificates of deposit decreased $87.3 million compared to December 31, 2024, to $688.4 million at December 31, 2025. Increases in transaction account balances were primarily in certain money market account types. Total interest-bearing checking increased $74.7 million and non-interest-bearing demand deposit accounts decreased $1.4 million. Customer retail time deposits initiated through our banking center network decreased $87.8 million and time deposits initiated through our national internet network decreased $6.3 million. Customer deposits at December 31, 2025 and December 31, 2024, totaling $11.7 million and $5.0 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. Brokered deposits decreased $108.7 million to $663.4 million at December 31, 2025, compared to $772.1 million at December 31, 2024. In 2024, brokered deposits were utilized to fund growth in outstanding loans and investment securities and to offset reductions in balances in other deposit categories. As net loans receivable decreased in 2025, a portion of these brokered deposits were not renewed at maturity. The Company has the capacity to further expand its use of brokered deposits if it chooses to do so. Of the total brokered deposits at December 31, 2025, $450.0 million were floating rate deposits which adjust daily based on the effective federal funds rate index.

The Company’s term Federal Home Loan Bank advances were $-0- at both December 31, 2025 and 2024. At December 31, 2025 and 2024, there were no borrowings from the FHLBank, other than overnight borrowings, which are included in the short-term borrowings category. The Company maintains the flexibility to utilize both overnight borrowings and short-term FHLBank advances depending on relative interest rates.

Short-term borrowings and other interest-bearing liabilities decreased $183.3 million, or 35.6%, from $514.2 million at December 31, 2024 to $330.9 million at December 31, 2025. The short-term borrowings included overnight FHLBank borrowings of $330.0 million at December 31, 2025, compared to $333.0 million at December 31, 2024. In January 2024, the Bank borrowed $180.0 million under the Federal Reserve Bank’s Bank Term Funding Program (BTFP). The BTFP borrowing was repaid in full in January 2025. These short-term borrowings were primarily used to purchase new investment securities and originate loans in 2024. In 2025, as net loans receivable decreased, borrowings were repaid.

Securities sold under reverse repurchase agreements with customers decreased $15.9 million, or 24.8%, from $64.4 million at December 31, 2024 to $48.5 million at December 31, 2025. These balances fluctuate over time based on customer demand for this product.

Total stockholders’ equity increased $36.5 million, or 6.1%, from $599.6 million at December 31, 2024 to $636.1 million at December 31, 2025. The Company recorded net income of $71.0 million for the year ended December 31, 2025. In addition, total stockholders’ equity increased $6.7 million due to the issuance of the Company’s common stock upon stock option exercises. Accumulated other comprehensive income increased $22.2 million due to increases in the fair value of investment securities and the fair value of cash flow hedges, as a result of decreasing short-term and intermediate-term market interest rates, which generally increased the fair value of the investment securities and interest rate swaps. Partially offsetting these increases, total stockholders’ equity decreased $44.5 million due to repurchases of the Company’s common stock, and dividends declared on common stock, which also decreased total stockholders’ equity, were $18.8 million.

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Results of Operations and Comparison for the Years Ended December 31, 2025 and 2024

General

Net income increased $9.2 million, or 14.8%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Net income was $71.0 million for the year ended December 31, 2025 compared to $61.8 million for the year ended December 31, 2024. This increase was primarily due to an increase in net interest income of $11.1 million, or 5.9%, and a decrease in provision for credit losses on loans and unfunded commitments of $2.7 million, partially offset by an increase in provision for income taxes of $2.6 million, or 19.2%, and a decrease in non-interest income of $1.5 million, or 5.0%.

Total Interest Income

Total interest income decreased $11.0 million, or 3.4%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to an $11.7 million decrease in interest income on loans, partially offset by a $750,000 increase in interest income on investment securities and other interest-earning assets. Interest income on loans decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to lower average rates of interest on loans and due to lower average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2025 compared to the year ended December 31, 2024, due to higher average balances and higher average rates of interest on investment securities.

Interest Income – Loans

During the year ended December 31, 2025 compared to the year ended December 31, 2024, interest income on loans decreased $11.7 million. Of the $11.7 million decrease in interest income on loans, $6.6 million was due to a decrease in average yield on loans, from 6.30% during the year ended December 31, 2024 to 6.16% during the year ended December 31, 2025. This decrease was primarily due to a reduction in the federal funds rate in late 2024 and again during 2025. The remaining decrease in interest income on loans of $5.2 million was due to lower average loan balances, which fell from $4.72 billion during the year ended December 31, 2024, to $4.63 billion during the year ended December 31, 2025. Since the end of 2022, loan originations and net loan growth have been muted; however, some loan growth has come as a result of the funding of previously approved but unfunded balances on construction loans. Loan payoffs increased in 2025, which reduced net loan growth.

In October 2018, the Company entered into an interest rate swap transaction which was terminated in March 2020. Upon termination, the Company received $45.9 million, inclusive of accrued but unpaid interest, from its swap counterparty. The net amount, after deducting accrued interest and deferred income taxes, was accreted to interest income on loans monthly until the originally scheduled termination date of October 6, 2025. After this date, the Company no longer had the benefit of that income from the terminated swap. The Company recorded interest income related to the interest rate swap of $6.2 million and $8.1 million in the years ended December 31, 2025 and 2024, respectively.

In March 2022, the Company entered into another interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $300 million, with a contractual termination date of March 1, 2024. The Company recorded a reduction of loan interest income related to this swap transaction of $1.9 million in the year ended December 31, 2024. As this interest rate swap reached its contractual termination date of March 1, 2024, there was no further interest income impact related to this swap after that date.

In July 2022, the Company entered into two additional interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, the Company receives a fixed rate of interest of 2.628% and pays a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, the Company receives a fixed rate of interest of 5.725% and pays a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate resets monthly and net settlements of interest due to/from the counterparty also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company receives net interest settlements, which are recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company pays net settlements to the counterparty and records those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to these swap transactions of $6.6 million and $10.4 million in the years ended December 31, 2025 and 2024, respectively. At December 31, 2025, the USD-Prime rate was 6.75% and the one-month USD-SOFR OIS rate was 3.78659%.

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If market interest rates remain near their current levels, the Company’s interest rate swaps will continue to have a negative impact on net interest income.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $1.8 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. Interest income on investments increased $1.5 million as a result of higher average interest rates, from 3.13% during the year ended December 31, 2024, to 3.34% during the year ended December 31, 2025. Average balances increased from $719.6 million during the year ended December 31, 2024, to $727.5 million during the year ended December 31, 2025, increasing interest income by $252,000. Average balances of securities increased primarily due to investment securities purchases in 2025 and mid-year 2024, partially offset by normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations.

Interest income on other interest-earning assets decreased $1.0 million in the year ended December 31, 2025, compared to the year ended December 31, 2024. Average interest rates fell from 5.09% during the year ended December 31, 2024, to 4.10% during the year ended December 31, 2025, resulting in a decrease of $966,000 in interest income. This decrease in rate was due to reductions in market interest rates in late 2024 and late 2025, resulting in lower rates paid on deposits at the FRB. Interest income decreased $73,000 as a result of a decrease in average balances, from $98.6 million during the year ended December 31, 2024, to $97.1 million during the year ended December 31, 2025.

Total Interest Expense

Total interest expense decreased $22.1 million, or 16.3%, during the year ended December 31, 2025, when compared with the year ended December 31, 2024, due to a decrease in interest expense on deposits of $15.6 million, or 14.2%, a decrease in interest expense on short-term borrowings of $3.6 million, or 19.7%, a decrease in interest expense on subordinated notes of $2.4 million, or 54.4%, a decrease in interest expense on securities sold under reverse repurchase agreements of $247,000, or 17.6%, and a decrease in interest expense on subordinated debentures issued to capital trusts of $251,000, or 14.0%.

Interest Expense – Deposits

Interest expense on demand and savings deposits decreased $6.7 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024. Average rates of interest on these accounts decreased from 1.71% in the year ended December 31, 2024 to 1.40% in the year ended December 31, 2025, resulting in a $7.0 million decrease in interest expense. Interest rates paid on demand deposits were lower in 2025 due to the Company strategically lowering rates throughout the year, as market rates decreased. Partially offsetting this decrease, the average balances of demand and savings deposits increased from $2.23 billion in the year ended December 31, 2024 to $2.25 billion in the year ended December 31, 2025, resulting in an increase in interest expense on demand and savings deposits of $283,000.

Interest expense on time deposits decreased $9.0 million during the year ended December 31, 2025 when compared to the year ended December 31, 2024. Interest expense on time deposits decreased $4.5 million as a result of a decrease in average rates of interest from 3.93% in the year ended December 31, 2024, to 3.37% in the year ended December 31, 2025. The average balance of time deposits decreased from $866.5 million during the year ended December 31, 2024 to $744.1 million in the year ended December 31, 2025, resulting in a decrease in interest expense of $4.5 million. A large portion of the Company’s certificate of deposit portfolio matures within six months and therefore reprices fairly quickly; this is consistent with the portfolio term over the past several years. Market interest rates decreased in late 2024 and in 2025 as the FOMC reduced the federal funds rate. Competition for time deposits remains significant in our market areas, and upon maturity, a portion of these deposits may be redeemed by customers.

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Interest expense on brokered deposits increased $125,000 during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The average balance of brokered deposits increased from $729.3 million during the year ended December 31, 2024 to $847.6 million during the year ended December 31, 2025, resulting in an increase in interest expense of $795,000 during the year. Partially offsetting this increase, interest expense on brokered deposits decreased $670,000 due to average rates of interest that decreased from 5.15% in the year ended December 31, 2024 to 4.44% in the year ended December 31, 2025. Brokered deposits added throughout 2025 were at lower market rates than brokered deposits previously issued as the federal funds rate decreased. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk. A portion of the Company’s brokered deposits are floating rate, and the rate resets with changes to the effective federal funds rate.

As of December 31, 2025, time deposit maturities over the next 12 months were as follows: within three months — $591.3 million, with a weighted-average rate of 3.53%; within three to six months — $262.9 million, with a weighted-average rate of 3.13%; and within six to twelve months — $38.7 million, with a weighted-average rate of 1.87%. Based on time deposit market rates in December 2025, replacement rates for these maturing time deposits are likely to be approximately 2.70-3.10%, depending on term.

Interest Expense – FHLBank Advances; Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2025 and 2024. FHLBank overnight borrowings were utilized in 2025 and 2024, and are included in short-term borrowings.

Interest expense on reverse repurchase agreements decreased $247,000 during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The average balance of repurchase agreements decreased from $75.6 million in the year ended December 31, 2024 to $61.7 million in the year ended December 31, 2025, due to fluctuations in customers’ desire for this product, resulting in a decrease in interest expense of $319,000 during the year. Interest expense on reverse repurchase agreements increased $72,000 due to higher average interest rates during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The average rate of interest was 1.86% for the year ended December 31, 2024 compared to 1.88% for the year ended December 31, 2025, due to changes in the mix of customer balances in these products.

Interest expense on short-term borrowings (including overnight borrowings from the FHLBank and BTFP borrowings from FRBSTL) and other interest-bearing liabilities decreased $3.6 million during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The average rate of interest on short-term borrowings and other interest-bearing liabilities decreased from 5.09% for the year ended December 31, 2024 to 4.50% for the year ended December 31, 2025, resulting in a decrease in interest expense of $2.0 million during the year. Interest rates on these borrowings decreased after the federal funds rate was cut in late 2024 and during 2025. Interest expense on short-term borrowings and other interest-bearing liabilities decreased $1.6 million due to lower average balances during the year ended December 31, 2025 when compared to the year ended December 31, 2024. The average balance of short-term borrowings and other interest-bearing liabilities decreased from $358.3 million in the year ended December 31, 2024 to $325.1 million in the year ended December 31, 2025. The Company chose to utilize more brokered deposits versus short-term borrowings in 2025.

During the year ended December 31, 2025, compared to the year ended December 31, 2024, interest expense on subordinated debentures issued to capital trusts decreased $251,000 due to lower average interest rates. The average interest rate was 6.98% in the year ended December 31, 2024, compared to 6.00% in the year ended December 31, 2025. The subordinated debentures are variable-rate debentures, which bear interest at an average rate of three-month SOFR (originally LIBOR), plus 1.60%, adjusted quarterly, which was 5.72% at December 31, 2025. There was no change in the average balance of the subordinated debentures between 2024 and 2025.

In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs were amortized over the expected life of the notes, which was five years from the issuance date, impacting the overall interest expense on the notes. On June 15, 2025, the Company redeemed all $75.0 million aggregate principal amount of these subordinated notes. Interest expense on subordinated notes decreased $2.4 million when compared to 2024, due to the redemption of the subordinated notes during 2025.

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Net Interest Income

Net interest income for the year ended December 31, 2025 increased $11.1 million, or 5.9%, to $200.2 million, compared to $189.1 million for the year ended December 31, 2024. Net interest margin was 3.67% for the year ended December 31, 2025, compared to 3.42% for the year ended December 31, 2024, an increase of 25 basis points. The Company experienced a decrease in interest income on loans and a slight increase in interest income on investments and other interest-earning assets, along with decreases in interest expense on deposits, short-term borrowings, subordinated notes, subordinated debentures issued to capital trust and repurchase agreements.

The Company’s overall interest rate spread increased 34 basis points, or 12.3%, from 2.76% during the year ended December 31, 2024, to 3.10% during the year ended December 31, 2025. The increase in interest rate spread was due to a 46 basis point decrease in the weighted average rate paid on interest-bearing liabilities, partially offset by a 12 basis point decrease in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans decreased 14 basis points, the yield on investment securities increased 21 basis points and the yield on other interest-earning assets decreased 99 basis points. The rate paid on deposits decreased 42 basis points, the rate paid on short-term borrowings and other interest-bearing liabilities decreased 59 basis points, the rate paid on subordinated debentures issued to capital trusts decreased 98 basis points and the rate paid on reverse repurchase agreements increased two basis points. Interest rates earned on loans and paid on deposits are affected by the mix of the loan and deposit portfolios, the stated maturity of loans and time deposits, the amount of fixed-rate and variable-rate loans and other repricing characteristics.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as changes in underwriting standards, portfolio mix and delinquency level or term, as well as for changes in economic conditions, including but not limited to, changes in the national unemployment rate, commercial real estate price index, consumer sentiment, gross domestic product (GDP) and construction spending.

Challenging or worsening economic conditions from higher inflation or interest rates, COVID-19 and subsequent variant outbreaks or similar events, global unrest or other factors may lead to increased losses in the portfolio and/or requirements for an increase in provision expense. Management maintains various controls in an attempt to identify and limit future losses, such as a watch list of problem loans and potential problem loans, documented loan administration policies and loan review staff to review the quality and anticipated collectability of the portfolio. Additional procedures provide for frequent management review of the loan portfolio based on loan size, loan type, delinquencies, financial analysis, ongoing correspondence with borrowers and problem loan workouts. Management determines which loans are non-homogeneous or collateral-dependent, evaluates risk of loss and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

During the year ended December 31, 2025, the Company did not record a provision expense on its portfolio of outstanding loans, compared to a provision expense of $1.7 million for the year ended December 31, 2024. The Company experienced net recoveries of $11,000 for the year ended December 31, 2025 compared to net charge offs of $1.6 million for the year ended December 31, 2024.

The Company recorded a provision for losses on unfunded commitments of $45,000 for the year ended December 31, 2025, compared to a provision of $1.0 million for the year ended December 31, 2024. The level of provisions for unfunded commitments is primarily related to the increases and decreases in the balance of unfunded commitments.

The Bank’s allowance for credit losses as a percentage of total loans was 1.46% and 1.36% at December 31, 2025 and 2024, respectively. Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at December 31, 2025, based on recent reviews of the Bank’s loan portfolio and current economic conditions. If challenging economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional credit loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.

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Non-performing Assets

As a result of changes in loan portfolio composition, changes in economic and market conditions and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.

Non-performing assets at December 31, 2025, were $8.1 million, a decrease of $1.5 million from $9.6 million at December 31, 2024. Non-performing assets as a percentage of total assets were 0.15% at December 31, 2025, compared to 0.16% at December 31, 2024. Compared to December 31, 2024, non-performing loans decreased $1.5 million to $2.1 million at December 31, 2025, and foreclosed assets increased $43,000, remaining at $6.0 million at December 31, 2025.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2025, was as follows:

​ ​ ​​ ​ ​​ ​ ​​ ​ ​Transfers to​ ​ ​Transfers to​ ​ ​​ ​ ​​ ​ ​
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
​ ​ ​January 1​ ​ ​Performing​ ​ ​Performing​ ​ ​Loans​ ​ ​Repossessions​ ​ ​Offs​ ​ ​Payments​ ​ ​December 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development464(464)
Commercial construction
One- to four-family residential2,6311,017(21)(69)(1,492)2,066
Other residential (multi-family)
Commercial real estate77(77)
Commercial business384(135)(249)
Consumer1758(9)(38)28
Total non-performing loans$3,573$1,075$(21)$$(146)$(144)$(2,243)$2,094

At December 31, 2025, the non-performing one-to four-family residential category included six loans, three of which were added during 2025. The largest relationship in this category, totaling $821,000, was added to nonperforming loans during 2024, and is collateralized by multiple low-income single-family residential properties in New Orleans, La. This relationship was resolved through a sheriff’s sale of the assets in the first quarter of 2026, with no loss anticipated. Collateral for another unrelated loan in this category, a condominium in Florida totaling $614,000, was foreclosed upon in the first quarter of 2026. During 2025, non-performing one- to four-family residential loans experienced four loan pay-offs totaling $1.5 million. The only loan in the non-performing land development category at the beginning of 2025 paid off during the year. Additionally, there were two loans in the non-performing commercial business category at the beginning of 2025. One of these loans paid off and the other was charged off during 2025. The non-performing consumer category included three loans at December 31, 2025.

Other Real Estate Owned and Repossessions. All of the $6.0 million of other real estate owned and repossessions at December 31, 2025 were acquired through foreclosure.

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Activity in foreclosed assets and repossessions during the year ended December 31, 2025, was as follows:

​ ​ ​Beginning​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​Ending
Balance,CapitalizedBalance,
​ ​ ​January 1​ ​ ​Additions​ ​ ​Sales​ ​ ​Costs​ ​ ​Write-Downs​ ​ ​December 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential69(69)
Other residential (multi-family)
Commercial real estate5,96076(11)6,025
Commercial business
Consumer33101(123)11
Total foreclosed assets and repossessions$5,993$246$(192)$$(11)$6,036

At December 31, 2025, the commercial real estate category of foreclosed assets consisted of two foreclosed properties, the largest of which, totaling $6.0 million, consisted of an office building located in Clayton, Mo and was foreclosed upon in 2024. The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans decreased $5.7 million during the year ended December 31, 2025, from $7.1 million at December 31, 2024 to $1.4 million at December 31, 2025. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with the current repayment terms. These loans are not reflected in non-performing assets.

Activity in the potential problem loans category during the year ended December 31, 2025, was as follows:

​ ​ ​​ ​ ​​ ​ ​Removed​ ​ ​​ ​ ​Transfers to​ ​ ​​ ​ ​​ ​ ​
BeginningAdditionsfromTransfersForeclosedEnding
Balance,to PotentialPotentialto Non-Assets andBalance,
​ ​ ​January 1​ ​ ​Problem​ ​ ​Problem​ ​ ​Performing​ ​ ​Repossessions​ ​ ​Charge-Offs​ ​ ​Payments​ ​ ​December 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential1,2021,464(1,421)(9)(57)1,179
Other residential (multi-family)
Commercial real estate4,331(4,297)(34)
Commercial business33(32)(1)
Consumer1,529268(1,511)(2)(31)(42)211
Total potential problem loans$7,062$1,765$(7,229)$$(2)$(72)$(134)$1,390

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At December 31, 2025, the one- to four-family residential category of potential problem loans included 14 loans, seven of which were added during 2025. The largest relationship in this category totaled $262,000 and was added during the current year. It is collateralized by a single-family residential property in the St. Louis area. During 2025, one loan relationship in the one- to four-family residential category ($963,000), which was reclassified from the consumer category, was upgraded from the substandard category to non-classified, removing it from potential problem loan status. During 2025, one loan relationship in the commercial real estate ($4.3 million) and consumer ($784,000) categories was upgraded from the substandard category to the special mention category, removing it from potential problem loan status. This relationship is collateralized by three nursing care facilities located in southwest Missouri. The consumer category of potential problem loans included 15 loans, nine of which were added during 2025.

Loans Categorized as “Watch” and “Special Mention”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Multiple loan reviews take place on a continuous basis by credit risk and lending management. Reviews are focused on financial performance, occupancy trends, delinquency status, covenant compliance, collateral support, economic considerations and various other factors. See Note 3 for further discussion of the Company’s loan grading system.

Loans classified as “Watch” are being monitored due to indications of potential weaknesses or deficiencies that may require future reclassification as special mention or substandard. Loans classified as “Watch” increased $4.6 million, from $15.9 million at December 31, 2024 to $20.5 million at December 31, 2025, due to the addition of four loans totaling $11.1 million, partially offset by loans totaling $4.8 million being downgraded during 2025 and net payments on “Watch” loans totaling $1.7 million. Of the total loans added to the “Watch” category, one relationship totaled $10.5 million and is collateralized by a senior residential healthcare facility in Florida.

While loans classified as “Special Mention” are not adversely classified, they are deserving of management’s close attention to ensure repayment prospects or the credit position of the assets does not deteriorate and expose the institution to elevated risk to warrant adverse classification at a future date. In the year ended December 31, 2025, loans classified as “Special Mention” increased $33.3 million, from $1.5 million at December 31, 2024 to $34.8 million at December 31, 2025, due to the addition of three loan relationships totaling $34.7 million, partially offset by payoffs of $1.4 million during 2025. The largest relationship added to the “Special Mention” category totaled $24.8 million and is collateralized by a multi-family housing project in Denver, Colorado. The second relationship totaled $5.2 million and is collateralized by three nursing facilities in the Springfield, Missouri area. This relationship was upgraded from the “Substandard” category. The third relationship totaled $4.8 million and was downgraded from the “Watch” category and is collateralized by a golf course, clubhouse and other amenities in the Springfield, Missouri area.

Non-Interest Income

Non-interest income for the year ended December 31, 2025 was $29.1 million compared to $30.6 million for the year ended December 31, 2024. The decrease of $1.5 million, or 5.0%, was primarily as a result of the following items:

Other income: Other income decreased $1.7 million compared to the prior year. In 2024, the Company recorded $2.7 million of other income, net of expenses and write-offs, related to the termination of the Master Agreement between the Company and a third-party software vendor for the proposed conversion of the Company’s core banking platform. This amount represented the elimination of certain deferred credits and other liabilities, along with the write-off of certain capitalized hardware, software and other assets, that previously had been recorded as part of the preparation to convert to the intended new core-banking platform, with no similar activity in 2025. In 2025, the Company recorded income of $1.1 million related to exits from, and other activities of, its investments in tax credit partnerships, with no similar activity in 2024.

Net gains on loan sales: Net gains on loan sales decreased $507,000 during 2025 compared to 2024. The decrease was due to a decrease in the balance of fixed-rate single-family mortgage loans originated and sold in 2025 compared to 2024. Fixed rate single-family mortgage loans originated are generally subsequently sold in the secondary market.

Late charges and fees on loans: Late charges and fees on loans increased $681,000 during 2025 compared to 2024. This increase was primarily due to prepayment fees on a few large commercial real estate loans, which paid off in 2025.

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Non-Interest Expense

Total non-interest expense increased $448,000, or 0.3%, from $141.5 million in the year ended December 31, 2024, to $141.9 million in the year ended December 31, 2025. The Company’s efficiency ratio for the year ended December 31, 2025 was 61.91%, compared to 64.40% for 2024. The Company’s ratio of non-interest expense to average assets was 2.44% for the year ended December 31, 2025 compared to 2.40% for the year ended December 31, 2024. Average assets for the year ended December 31, 2025, decreased $71.6 million, or 1.2%, from the year ended December 31, 2024, primarily due to decreases in average net loans receivable.

The following were significant items related to the change in non-interest expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024:

Net occupancy and equipment expense: Net occupancy expenses increased $3.2 million, or 9.9%, in 2025 from 2024. Various components of computer license and support expenses, related to upgrades of core systems capabilities and disaster recovery site, collectively increased by $1.9 million in 2025 compared to 2024. During 2025, the Company recorded expenses totaling $287,000 related to adjustments to asset values for branch closures and certain leased facilities. Also, during 2025, the Company recorded a total of $935,000 of seasonal expenses for snow removal and parking lot repairs, compared to $682,000 in 2024.

Salaries and employee benefits: Salaries and employee benefits increased $1.4 million, or 1.7%, in 2025 from 2024. Much of this increase related to normal annual merit increases in various lending and operations areas.

Legal, audit and other professional fees: Legal, audit and other professional fees decreased $1.2 million, or 22.8%, from the prior year, to $4.2 million. In 2024, the Company expensed a total of $2.0 million related to training and implementation costs for the intended core systems conversion and professional fees to consultants engaged to support the Company’s proposed related transition of core and ancillary software and information technology systems, compared to $105,000 expensed in 2025. This decrease in expense was partially offset by an increase in legal fees related to certain corporate matters along with loan collection activities.

Other operating expenses: Other operating expenses decreased $2.5 million, or 23.9%, from the prior year. In 2024, the Company recorded expenses totaling $600,000 related to the resolution of compliance matters. Also in 2024, the Company expensed $2.0 million due to developments related to a litigation/contract dispute matter. In 2025, there were no similar expenses recorded for these matters.

Provision for Income Taxes

For the years ended December 31, 2025 and 2024, the Company’s effective tax rate was 18.7% and 18.1%, respectively. These effective rates were below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate. The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits, the level of tax-exempt investments and loans, the amount of taxable income in various state jurisdictions and the overall level of pre-tax income. State tax expense estimates continually evolve as taxable income and apportionment between states are analyzed. The Company currently expects its effective tax rate (combined federal and state) will be approximately 18.5% to 19.5% in future periods.

Average Balances, Interest Rates and Yields

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of nonaccrual loans for each period. Interest income on loans includes interest received on nonaccrual loans on a cash basis. Interest income on loans also includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Net fees included in interest income were $4.1 million, $4.6 million and $5.7 million for 2025, 2024 and 2023, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.

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​ ​ ​Dec. 31,​ ​ ​Year Ended​ ​ ​Year Ended​ ​ ​Year Ended
2025December 31, 2025December 31, 2024December 31, 2023
Yield/AverageYield/AverageYield/AverageYield/
​ ​ ​Rate​ ​ ​Balance​ ​ ​Interest​ ​ ​Rate​ ​ ​Balance​ ​ ​Interest​ ​ ​Rate​ ​ ​Balance​ ​ ​Interest​ ​ ​Rate
(Dollars In Thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential4.26%$813,379$34,4204.23%$866,735$34,8414.02%$905,102$33,6933.72%
Other residential6.331,510,317103,9416.881,213,72988,3647.28822,95556,2746.84
Commercial real estate5.911,499,15492,4936.171,514,01294,0946.211,493,13087,6705.87
Construction6.16437,15330,7887.04694,72452,8417.61908,55865,9997.26
Commercial business (1)5.60204,66613,3836.54256,14016,6446.50320,46219,1915.99
Other loans6.03169,32310,4356.16171,19310,3926.07181,6499,1255.02
Total loans receivable5.764,633,992285,4606.164,716,533297,1766.304,631,856271,9525.87
Investment securities (1)3.13727,54824,2903.34719,55322,5013.13685,49619,9422.91
Interest-earning deposits in other banks3.5297,1413,9824.1098,5945,0215.0998,0494,9415.04
Total interest-earning assets5.395,458,681313,7325.755,534,680324,6985.875,415,401296,8355.48
Non-interest-earning assets:
Cash and cash equivalents97,96796,68790,881
Other non-earning assets257,961254,847212,914
Total assets$5,814,609$5,886,214$5,719,196
Interest-bearing demand and savings1.20$2,245,01331,4051.40$2,228,61438,1401.71$2,202,24228,5791.30
Time deposits3.13744,11625,0733.37866,45634,0313.93991,20229,4592.97
Brokered deposits3.80847,63237,6594.44729,26837,5345.15611,82130,7195.02
Total deposits2.043,836,76194,1372.453,824,338109,7052.873,805,26588,7572.33
Securities sold under reverse repurchase agreements0.8861,6641,1601.8875,5751,4071.8682,2181,2051.47
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities3.98325,06114,6404.50358,26218,2225.09142,8667,5005.25
Subordinated debentures issued to capital trust5.7225,7741,5476.0025,7741,7986.9825,7741,7366.74
Subordinated notes34,0882,0155.9174,7344,4235.9274,4304,4225.94
Total interest-bearing liabilities2.214,283,348113,4992.654,358,683135,5553.114,130,553103,6202.51
Non-interest-bearing liabilities:
Demand deposits842,337857,322949,045
Other liabilities65,17584,24988,678
Total liabilities5,190,8605,300,2545,168,276
Stockholders’ equity623,749585,960550,920
Total liabilities and stockholders’ equity$5,814,609$5,886,214$5,719,196
Net interest income:
Interest rate spread3.18%$200,2333.10%$189,1432.76%$193,2152.97%
Net interest margin*3.67%3.42%3.57%
Average interest-earning assets to average interest- bearing liabilities127.4%127.0%131.1%

*Defined as the Company’s net interest income divided by total interest-earning assets.

Column 1Column 2
(1)Of the total average balance of investment securities, average tax-exempt investment securities were $53.0 million, $56.9 million and $56.0 million for 2025, 2024 and 2023, respectively. In addition, average tax-exempt industrial revenue bonds were $9.7 million, $10.6 million and $13.9 million in 2025, 2024 and 2023, respectively. Interest income on tax-exempt assets included in this table was $2.3 million, $2.2 million and $2.4 million for 2025, 2024 and 2023, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $1.3 million, $1.8 million and $2.1 million for 2025, 2024 and 2023, respectively.

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.

Year EndedYear Ended
December 31, 2025 vs.December 31, 2024 vs.
December 31, 2024December 31, 2023
Increase (Decrease)TotalIncrease (Decrease)Total
Due toIncreaseDue toIncrease
​ ​ ​Rate​ ​ ​Volume​ ​ ​(Decrease)​ ​ ​Rate​ ​ ​Volume​ ​ ​(Decrease)
(In Thousands)
Interest-earning assets:
Loans receivable$(6,566)$(5,150)$(11,716)$20,180$5,044$25,224
Investment securities1,5372521,7891,5391,0202,559
Interest-earning deposits in other banks(966)(73)(1,039)522880
Total interest-earning assets(5,995)(4,971)(10,966)21,7716,09227,863
Interest-bearing liabilities:
Demand deposits(7,018)283(6,735)9,2153469,561
Time deposits(4,493)(4,465)(8,958)7,513(2,941)4,572
Brokered Deposits(670)7951257886,0276,815
Total deposits(12,181)(3,387)(15,568)17,5163,43220,948
Securities sold under reverse repurchase agreements72(319)(247)288(86)202
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities(1,980)(1,602)(3,582)(226)10,94810,722
Subordinated debentures issued to capital trust(251)(251)6262
Subordinated notes(5)(2,403)(2,408)(13)141
Total interest-bearing liabilities(14,345)(7,711)(22,056)17,62714,30831,935
Net interest income$8,350$2,740$11,090$4,144$(8,216)$(4,072)

Results of Operations and Comparison for the Years Ended December 31, 2024 and 2023

General

Net income decreased $6.0 million, or 8.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023. Net income was $61.8 million for the year ended December 31, 2024 compared to $67.8 million for the year ended December 31, 2023. This decrease was primarily due to a decrease in net interest income of $4.1 million, or 2.1%, and an increase in provision for credit losses on loans and unfunded commitments of $5.8 million, partially offset by a decrease in provision for income taxes of $3.9 million, or 22.0%.

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Total Interest Income

Total interest income increased $27.9 million, or 9.4%, during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to a $25.2 million increase in interest income on loans and a $2.6 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to higher average rates of interest on loans and also due to higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2024 compared to the year ended December 31, 2023, due to higher average balances and average rates of interest on investment securities.

Interest Income – Loans

During the year ended December 31, 2024 compared to the year ended December 31, 2023, interest income on loans increased $20.2 million as the result of higher average interest rates on loans. The average yield on loans increased from 5.87% during the year ended December 31, 2023 to 6.30% during the year ended December 31, 2024. This increase was primarily due to the repricing of floating rate loans in 2024 as market interest rates increased and the origination of new fixed-rate loans at higher market interest rates. In addition, interest income on loans increased $5.0 million as a result of higher average loan balances, which increased from $4.63 billion during the year ended December 31, 2023, to $4.72 billion during the year ended December 31, 2024. In 2023, loan originations and net loan growth were muted; however, in 2024, there was some loan growth as a result of the funding of previously approved but unfunded balances on construction loans and a reduced level of loan repayments in 2024.

Described above, in the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, is an interest rate swap with a notional amount of $400 million that was previously terminated. The Company recorded interest income related to this interest rate swap of $8.1 million in each of the years ended December 31, 2024 and December 31, 2023.

Also described above, in the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, is an interest rate swap with a notional amount of $300 million that contractually terminated on March 1, 2024. The Company recorded a reduction of loan interest income related to this swap transaction of $1.9 million in the year ended December 31, 2024, compared to a reduction of loan interest income related to this swap transaction of $10.4 million in the year ended December 31, 2023.

In addition, described above, in the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, are two additional interest rate swap transactions, each with a notional amount of $200 million, an effective date of May 1, 2023 and a termination date of May 1, 2028. The Company recorded a reduction of loan interest income related to these swap transactions of $10.4 million and $7.2 million in the years ended December 31, 2024 and 2023, respectively.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $2.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. Interest income increased $1.5 million due to an increase in average interest rates from 2.91% during the year ended December 31, 2023 to 3.13% during the year ended December 31, 2024. At December 31, 2024, the investment portfolio did not include a material amount of adjustable-rate securities. Interest income increased $1.0 million as a result of an increase in average balances from $685.5 million during the year ended December 31, 2023, to $719.6 million during the year ended December 31, 2024. Average balances and average rates of interest of securities increased primarily due to purchases in 2024 of agency multi-family mortgage-backed securities that have a fixed rate of interest with expected lives of four to ten years, which fits with the Company’s current asset/liability management strategies, partially offset by normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations.

Interest income on other interest-earning assets increased $80,000 in the year ended December 31, 2024 compared to the year ended December 31, 2023. Interest income increased $52,000 as a result of higher average interest rates from 5.04% during the year ended December 31, 2023, to 5.09% during the year ended December 31, 2024. Interest income increased $28,000 as a result of an increase in average balances from $98.0 million during the year ended December 31, 2023, to $98.6 million during the year ended December 31, 2024.

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Total Interest Expense

Total interest expense increased $31.9 million, or 30.8%, during the year ended December 31, 2024, when compared with the year ended December 31, 2023, due to an increase in interest expense on deposits of $20.9 million, or 23.6%, an increase in interest expense on short-term borrowings of $10.7 million, or 104.0%, an increase in interest expense on securities sold under reverse repurchase agreements of $202,000, or 16.8%, and an increase in interest expense on subordinated debentures issued to capital trusts of $62,000, or 3.6%.

Interest Expense – Deposits

Interest expense on demand deposits increased $9.2 million due to an increase in average rates from 1.30% during the year ended December 31, 2023, to 1.71% during the year ended December 31, 2024. Interest rates paid on demand deposits were higher in 2024 due to significant increases in overall market rates in 2023. Market interest rates peaked in early 2024 and generally declined in the latter part of 2024, but not to the same degree as the increases that occurred in 2023. Interest on demand deposits increased $346,000 due to an increase in average balances from $2.20 billion in the year ended December 31, 2023, to $2.23 billion in the year ended December 31, 2024. The Company experienced decreased balances in certain types of NOW accounts, mostly offset by increases in money market accounts, which generally have higher rates of interest than NOW accounts.

Interest expense on time deposits increased $7.5 million as a result of an increase in average rates of interest from 2.97% during the year ended December 31, 2023, to 3.93% during the year ended December 31, 2024. Partially offsetting this increase, interest expense on time deposits decreased $2.9 million due to a decrease in the average balance of time deposits from $991.2 million during the year ended December 31, 2023, to $866.5 million during the year ended December 31, 2024. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly, which is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a higher rate of interest due to increases in market interest rates throughout 2023 and targeted rate promotions during 2023 and 2024. Average time deposit interest rates continued to increase into mid-year 2024 and trended somewhat lower in the latter portion of 2024.

Interest expense on brokered deposits increased $6.0 million, due to an increase in average balances from $611.8 million during the year ended December 31, 2023 to $729.3 million during the year ended December 31, 2024. Interest expense on brokered deposits also increased $788,000 due to average rates of interest that increased from 5.02% in the year ended December 31, 2023 to 5.15% in the year ended December 31, 2024. Brokered deposits added during 2024 were at higher market rates than brokered deposits previously issued. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk.

In 2023, the Company entered into $95.0 million in interest rate swaps on brokered deposits. The Company elected to terminate these swaps in 2024, prior to their contractual termination date in February 2025. The Company received a net settlement payment from the swap counterparty totaling $26,500 upon termination.

Interest Expense - FHLBank Advances, Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2024 and 2023. FHLBank overnight borrowings were utilized in 2024 and 2023.

Interest expense on reverse repurchase agreements increased $288,000 due to an increase in average rates during the year ended December 31, 2024 when compared to the year ended December 31, 2023. The average rate of interest was 1.86% for the year ended December 31, 2024, compared to 1.47% during the year ended December 31, 2023. The average balance of repurchase agreements decreased $6.6 million from $82.2 million in the year ended December 31, 2023 to $75.6 million in the year ended December 31, 2024, which was due to changes in customers’ desire for this product, which can fluctuate.

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Interest expense on short-term borrowings (including overnight borrowings from the FHLBank and BTFP borrowings from FRBSTL) and other interest-bearing liabilities increased $10.9 million due to an increase in average balances from $142.9 million during the year ended December 31, 2023, to $358.3 million during the year ended December 31, 2024, which was primarily due to changes in the Company’s funding needs for loans and investments and the mix of funding, which can fluctuate. Most of this increase was due to the increased utilization of overnight borrowings from the FHLBank and BTFP borrowings from FRBSTL. Partially offsetting this increase, interest expense on short-term borrowings, overnight FHLBank borrowings from the FHLBank and BTFP borrowings from FRBSTL and other interest-bearing liabilities decreased $226,000 due to average rates that decreased from 5.25% in the year ended December 31, 2023, to 5.09% in the year ended December 31, 2024. The decrease in the average rate of interest was primarily due to 2024 including the BTFP borrowing, which had a lower rate of interest at 4.83% than the FHLB overnight borrowings.

During the year ended December 31, 2024, compared to the year ended December 31, 2023, interest expense on subordinated debentures issued to capital trusts increased $62,000 due to higher average interest rates. The average interest rate was 6.74% in 2023, compared to 6.98% in 2024. The subordinated debentures are variable-rate debentures. There was no change in the average balance of the subordinated debentures between 2023 and 2024.

In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs were amortized over the expected life of the notes, which was five years from the issuance date, impacting the overall interest expense on the notes. There was no material change in interest expense on subordinated notes between 2023 and 2024. As mentioned in the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, the Company redeemed all $75.0 million aggregate principal amount of the notes on June 15, 2025.

Net Interest Income

Net interest income for the year ended December 31, 2024 decreased $4.1 million, or 2.1%, to $189.1 million, compared to $193.2 million for the year ended December 31, 2023. Net interest margin was 3.42% for the year ended December 31, 2024, compared to 3.57% for the year ended December 31, 2023, a decrease of 15 basis points. The Company experienced increases in interest income on both loans and investment securities and increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements.

The Company’s overall interest rate spread decreased 21 basis points, or 7.3%, from 2.97% during the year ended December 31, 2023, to 2.76% during the year ended December 31, 2024. The decrease was due to a 60 basis point increase in the weighted average rate paid on interest-bearing liabilities, partially offset by a 39 basis point increase in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans increased 43 basis points, the yield on investment securities increased 22 basis points and the yield on other interest-earning assets increased five basis points. The rate paid on deposits increased 54 basis points, the rate paid on short-term borrowings and other interest-bearing liabilities increased 16 basis points, the rate paid on subordinated debentures issued to capital trusts increased 24 basis points and the rate paid on reverse repurchase agreements increased 39 basis points. Interest rates earned on loans and paid on deposits are affected by the mix of the loan and deposit portfolios, the stated maturity of loans and time deposits, the amount of fixed-rate and variable-rate loans and other repricing characteristics.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

During the year ended December 31, 2024, the Company recorded a provision expense of $1.7 million on its portfolio of outstanding loans, compared to a provision expense of $2.3 million for the year ended December 31, 2023. The Company experienced net charge offs of $1.6 million for the year ended December 31, 2024 compared to net charge offs of $1.1 million for the year ended December 31, 2023.

The Company recorded a provision for losses on unfunded commitments of $1.0 million for the year ended December 31, 2024, compared to a negative provision of $5.3 million for the year ended December 31, 2023. The level of provisions for unfunded commitments is primarily related to the increases and decreases in the balance of unfunded commitments.

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The Bank’s allowance for credit losses as a percentage of total loans was 1.36% and 1.39% at December 31, 2024 and 2023, respectively.

Non-performing Assets

Non-performing assets at December 31, 2024, were $9.6 million, a decrease of $2.2 million from $11.8 million at December 31, 2023. Non-performing assets as a percentage of total assets were 0.16% at December 31, 2024, compared to 0.20% at December 31, 2023.

Compared to December 31, 2023, non-performing loans decreased $8.1 million to $3.6 million at December 31, 2024, and foreclosed assets increased $6.0 million, to $6.0 million at December 31, 2024. The majority of the decrease in non-performing loans was in the non-performing commercial real estate loans category, which decreased $10.5 million from December 31, 2023, primarily due to one loan relationship, totaling $6.0 million, being transferred from non-performing loans to foreclosed assets held for sale in 2024. Additionally, non-performing commercial real estate loans also decreased in 2024 due to payments on such loans of $3.7 million. One other residential (multi-family) loan relationship, totaling $9.3 million, was added to non-performing loans, then transferred from non-performing loans to foreclosed assets held for sale and sold for a gain, all during 2024.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2024, was as follows:

​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​Transfers to​ ​ ​Transfers to​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development384553(133)(101)(239)464
Commercial construction
One- to four-family residential7222,770(673)(188)2,631
Other residential (multi-family)9,572(9,279)(293)
Commercial real estate10,552859(6,189)(1,433)(3,712)77
Commercial business31384(31)384
Consumer59130(103)(69)17
Total non-performing loans$11,748$14,268$(673)$$(15,601)$(1,668)$(4,501)$3,573

At December 31, 2024, the non-performing one-to four-family residential category included seven loans, six of which were added during 2024. The largest relationship in this category, totaling $2.1 million and which was added during 2024, is collateralized by three rental duplexes, a one-to four-family residential property and a condominium unit. The non-performing land development category consisted of one loan, added in 2024, which totaled $464,000 and is collateralized by improved commercial land in the Omaha, Nebraska area. The non-performing commercial business category consisted of two loans, both of which were added during 2024. The non-performing commercial real estate category consisted of two loans, one of which was added during 2024. During 2024, a single commercial real estate loan totaling $6.0 million which had been collateralized by an office building in Clayton, Missouri was transferred from the non-performing commercial real estate category to foreclosed assets. Prior to the transfer in 2024, the Company collected payments of $1.1 million and charged down the loan balance by $1.2 million. Another relationship in the commercial real estate category totaling $2.4 million at December 31, 2023, was collected in full during 2024. During 2024, one loan of $9.6 million (discussed above), collateralized by a student housing project in Texas, was added to the other residential (multi-family) category. The Company collected payments of $293,000 and subsequently transferred this non-performing loan to foreclosed assets, after which the collateral was sold for a $300,000 gain.

Other Real Estate Owned and Repossessions. All of the total $6.0 million of other real estate owned and repossessions at December 31, 2024 were acquired through foreclosure.

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Activity in foreclosed assets and repossessions during the year ended December 31, 2024, was as follows:

​ ​ ​Beginning​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​Ending
Balance,CapitalizedWrite-Balance,
January 1AdditionsSalesCostsDownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development133(133)
Commercial construction
One- to four-family residential
Other residential (multi-family)9,279(9,279)
Commercial real estate6,189(229)5,960
Commercial business
Consumer23151(141)33
Total foreclosed assets and repossessions$23$15,752$(9,782)$$$5,993

At December 31, 2024, the commercial real estate category of foreclosed assets consisted of one office building located in Clayton, Missouri that previously collateralized a $6.0 million loan that was transferred from non-performing loans during 2024 as described above in the discussion of non-performing loans. The other residential (multi-family) category of foreclosed assets previously included one property consisting of a student housing project in Texas, which was added and sold during 2024 as described previously in the discussion of non-performing loans. Upon the sale of this asset, the Company realized a gain of $300,000. The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans decreased $312,000 during the year ended December 31, 2024, from $7.4 million at December 31, 2023 to $7.1 million at December 31, 2024.

Activity in the potential problem loans category during the year ended December 31, 2024, was as follows:

​ ​ ​​ ​ ​​ ​ ​Removed​ ​ ​​ ​ ​​ ​ ​Transfers to​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
BeginningAdditionsfromTransfers toForeclosedEnding
Balance,to PotentialPotentialNon-Assets andCharge-Balance,
January 1ProblemProblemPerformingRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential1581,234(83)(33)(74)1,202
Other residential (multi-family)7,162(7,162)
Commercial real estate4,358(27)4,331
Commercial business213(213)
Consumer541,705(121)(4)(67)(38)1,529
Total potential problem loans$7,374$7,510$(204)$(33)$(4)$(67)$(7,514)$7,062

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At December 31, 2024, the commercial real estate category of potential problem loans included three loans totaling $4.3 million, all of which are part of one relationship and were added in 2024. This relationship is collateralized by three nursing care facilities located in southwest Missouri. The borrower’s business cash flow was negatively impacted by a reduction in labor participation and increased operating costs as well as ongoing changes to the Missouri Medicaid reimbursement rate. Monthly payments were timely made prior to the transfer to this category and continued to be paid timely. At December 31, 2024, the one- to four-family residential category of potential problem loans included 11 loans, 10 of which were added during 2024. The largest relationship in this category totaled $234,000, or 19.5% of the total category. The consumer category includes one home equity loan totaling $748,000 related to the nursing care facility relationship noted above. Another home equity loan totaling $642,000 is associated with the largest one- to four-family residential relationship described above in the non-performing loans discussion. The decrease in the other residential (multi-family) category of potential problem loans included the payment in full during 2024 of one $7.2 million loan relationship that was collateralized by an apartment and retail project in Oklahoma. This was the only loan relationship in the category.

Loans Categorized as “Watch” and “Special Mention”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Multiple loan reviews take place on a continuous basis by credit risk and lending management. Reviews are focused on financial performance, occupancy trends, delinquency status, covenant compliance, collateral support, economic considerations and various other factors. Loans classified as “Watch” are being monitored due to indications of potential weaknesses or deficiencies that may require future reclassification as special mention or substandard. Loans classified as “Watch” increased $7.6 million, from $8.3 million at December 31, 2023 to $15.9 million at December 31, 2024, due to the addition of ten loans totaling $11.3 million, partially offset by payoffs of $1.6 million and loans totaling $1.4 million being downgraded during 2024. While loans classified as “Special Mention” are not adversely classified, they are deserving of management’s close attention to ensure repayment prospects or the credit position of the assets does not deteriorate and expose the institution to elevated risk to warrant adverse classification at a future date. In the year ended December 31, 2024, loans classified as “Special Mention” decreased $25.2 million, from $26.7 million at December 31, 2023 to $1.5 million at December 31, 2024. The $1.5 million balance consisted of two relationships which were added in 2024. Two loan relationships totaling $7.2 million were upgraded to “Watch” and two loan relationships totaling $14.3 million were downgraded to “Substandard.” In addition, there were payments collected on loans categorized as “Watch” totaling $5.1 million in 2024. See Note 3 for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2024 was $30.6 million compared to $30.1 million for the year ended December 31, 2023. The increase of $492,000, or 1.6%, was primarily as a result of the following items:

Other income: Other income increased $2.2 million compared to the prior year. In 2024, the Company recorded $2.7 million of other income, net of expenses and write-offs, related to the termination of the Master Agreement between the Company and a third-party software vendor for the conversion of the Company’s core banking platform. This amount represented the elimination of certain deferred credits and other liabilities, along with the write-off of certain capitalized hardware, software and other assets, that previously had been recorded as part of the preparation to convert to the intended new core-banking platform.

Net gains on loan sales: Net gains on loan sales increased $1.4 million compared to the prior year. The increase was partially due to an increase in balance of fixed-rate single-family mortgage loans sold during 2024 compared to 2023. The Company also realized higher premiums on the sale of loans in 2024, as market interest rates were more stable when compared to the prior year.

Overdraft and insufficient funds fees: Overdraft and insufficient funds fees decreased $2.5 million compared to the prior year. This decrease was primarily due to the continuation of a multi-year trend whereby our customers are choosing to forego authorizing payments of certain items which exceed their account balances, resulting in fewer overdrafts in checking accounts and related fees.

Point-of-sale and ATM fees: Point-of-sale and ATM fees decreased $760,000 compared to the prior year. This decrease was primarily due to a portion of these transactions now being routed through channels with lower fees to the Company, which is expected to continue in future periods, and certain increases in related processing costs during the transition to a new debit card processor.

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Non-Interest Expense

Total non-interest expense increased $472,000, or 0.3%, from $141.0 million in the year ended December 31, 2023, to $141.5 million in the year ended December 31, 2024. The Company’s efficiency ratio for the year ended December 31, 2024 was 64.40%, compared to 63.16% for 2023. The Company’s ratio of non-interest expense to average assets was 2.40% for the year ended December 31, 2024 compared to 2.47% for the year ended December 31, 2023. Average assets for the year ended December 31, 2024, increased $167.0 million, or 2.9%, from the year ended December 31, 2023, primarily due to increases in average net loans receivable.

The following were key items related to the increase in non-interest expense for the year ended December 31, 2024 as compared to the year ended December 31, 2023:

Other operating expenses: Other operating expenses increased $1.7 million from the prior year. In 2024, the Company expensed $2.0 million due to developments related to a litigation/contract dispute matter.

Net occupancy and equipment expenses: Net occupancy expenses increased $1.3 million from the prior year. Various components of computer license and support expenses collectively increased by $1.4 million in 2024 compared to 2023.

Legal, Audit and Other Professional Fees: Legal, audit and other professional fees decreased $1.7 million from the prior year, to $5.4 million. In 2023, the Company expensed a total of $4.1 million, primarily related to training and implementation costs for the core systems conversion and professional fees to consultants engaged to support the Company’s proposed transition of core and ancillary software and information technology systems, compared to $2.0 million expensed in 2024.

Expense on other real estate owned: Expense on other real estate owned decreased $615,000 when compared to 2023, to income of $304,000 in 2024. In 2024, the Company recorded a gain on foreclosed asset sales of $495,000 compared to a $39,000 loss in 2023.

Provision for Income Taxes

For the years ended December 31, 2024 and 2023, the Company’s effective tax rate was 18.1% and 20.6%, respectively. These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.

Liquidity

Liquidity is a measure of the Company’s ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company’s ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its borrowers’ credit needs. At December 31, 2025, the Company had commitments of approximately $14.1 million to fund loan originations, $1.16 billion of unused lines of credit and unadvanced loans, and $15.2 million of outstanding letters of credit.

Loan commitments and the unfunded portion of loans at the dates indicated were as follows (in thousands):

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​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,
20252024202320222021
Closed non-construction loans with unused available lines
Secured by real estate (one- to four-family)$208,229$205,599$203,964$199,182$175,682
Secured by real estate (not one- to four-family)23,752
Not secured by real estate - commercial business114,568106,62182,435104,45291,786
Closed construction loans with unused available lines
Secured by real estate (one-to four-family)112,68494,501101,545100,66974,501
Secured by real estate (not one-to four-family)624,025703,947719,0391,444,4501,092,029
Loan commitments not closed
Secured by real estate (one-to four-family)14,11314,37312,34716,81953,529
Secured by real estate (not one-to four-family)19,41253,66048,153157,645146,826
Not secured by real estate - commercial business38,26222,88411,76350,14512,920
$1,131,293$1,201,585$1,179,246$2,073,362$1,671,025

The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2025. Additional information regarding these contractual obligations is discussed further in Notes 5, 7, 8, 9, 10, 11, 12 and 17 of the accompanying audited financial statements, which are included in Item 8 of this Report.

​ ​ ​Payments Due In:
One Year orOver One toOver Five
​ ​ ​Less​ ​ ​Five Years​ ​ ​Years​ ​ ​Total
(In Thousands)
Deposits without a stated maturity$3,130,908$$$3,130,908
Time and brokered certificates of deposit1,142,827208,3267131,351,866
Short-term borrowings379,395379,395
Subordinated debentures25,77425,774
Operating leases1,2812,6737684,722
Dividends declared but not paid4,7614,761
$4,659,172$210,999$27,255$4,897,426

The Company’s primary sources of funds are customer deposits, brokered deposits, short-term borrowings at the FHLBank, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities, and funds provided from operations. The Company utilizes some or all these sources of funds depending on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds. The Company has utilized both fixed-rate and floating-rate brokered deposits of varying terms, as well as overnight FHLBank borrowings.

At December 31, 2025 and 2024, the Company had these available secured lines and on-balance sheet liquidity:

​ ​ ​December 31, 2025​ ​ ​December 31, 2024
Federal Home Loan Bank line$1,320.6 million$1,058.8 million
Federal Reserve Bank line305.2 million346.4 million
Cash and cash equivalents189.6 million195.8 million
Unpledged securities – Available-for-sale338.5 million329.9 million
Unpledged securities – Held-to-maturity24.4 million25.0 million

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Statements of Cash Flows. During each of the years ended December 31, 2025, 2024 and 2023, the Company experienced positive cash flows from operating activities. The Company experienced positive cash flows from investing activities during the year ended December 31, 2025, and negative cash flows from investing activities during the years ended December 31, 2024 and 2023. The Company experienced negative cash flows from financing activities during the year ended December 31, 2025, and positive cash flows from financing activities during the years ended December 31, 2024 and 2023.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, depreciation and amortization and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held-for-sale were the primary sources of cash flows from operating activities. Operating activities provided cash flows of $81.5 million, $44.1 million and $80.7 million during the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2025, 2024 and 2023, investing activities provided cash of $367.2 million, used cash of $175.4 million and used cash of $88.2 million, respectively. In 2025, investing activities provided cash primarily due to the net decrease in loans and cash received from the proceeds of repayments from investment securities, partially offset by purchases of premises and equipment and investments in tax credit partnerships. In 2024 and 2023, investing activities used cash primarily due to the net increase in loans and purchase of loans, the purchase of investment securities, and investments in tax credit partnerships, partially offset by cash received from the proceeds of repayments from investment securities.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are primarily due to changes in deposits after interest credited, changes in short-term borrowings, proceeds from and repayment of FRB BTFP borrowings, redemption of subordinated notes, purchases of the Company’s common stock and dividend payments to stockholders. Financing activities used cash of $454.9 million, provided cash of $115.8 million and provided cash of $50.3 million during the years ended December 31, 2025, 2024 and 2023, respectively. In 2025, financing activities used cash primarily due to the repayment of FRB borrowings and the redemption of all of the Company’s subordinated notes, net decreases in time and brokered deposits, repurchases of the Company’s common stock and dividends paid to stockholders, partially offset by net increases in checking deposits. In 2024 and 2023, financing activities provided cash primarily due to proceeds from FRB BTFP borrowings (2024), net increases in brokered deposits, and net increases in short-term borrowings, partially offset by net decreases in time and checking deposits, repurchases of the Company’s common stock and dividends paid to stockholders.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

At December 31, 2025, the Company’s total stockholders’ equity was $636.1 million, or 11.4% of total assets, equivalent to a book value of $57.50 per common share. As of December 31, 2024, total stockholders’ equity was $599.6 million, or 10.0% of total assets, equivalent to a book value of $51.14 per common share. At December 31, 2025, the Company’s tangible common equity to tangible assets ratio was 11.2%, compared to 9.9% at December 31, 2024.

Included in stockholders’ equity at December 31, 2025 and 2024, were unrealized losses (net of taxes) on the Company’s available-for-sale investment securities totaling $27.6 million and $46.1 million, respectively. This change in net unrealized losses during the year ended December 31, 2025, primarily resulted from decreasing short-term and intermediate-term market interest rates which generally increased the fair value of investment securities.

Also included in stockholders’ equity at December 31, 2025 and 2024, were unrealized losses (net of taxes) on the Company’s two outstanding cash flow hedges (two interest rate swaps totaling $400 million notional value) totaling $4.2 million and $12.8 million, respectively. Increases in market interest rates in previous periods since the inception of these hedges caused their fair values to decrease. Decreasing short-term market interest rates in 2025 generally increased the fair value of these hedges.

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As noted above, total stockholders’ equity increased $36.5 million, from $599.6 million at December 31, 2024 to $636.1 million at December 31, 2025. Stockholders’ equity increased due to the Company recording net income of $71.0 million for the year ended December 31, 2025 and due to $6.7 million in stock option exercises during 2025. Partially offsetting these increases were repurchases of the Company’s common stock totaling $44.5 million and dividends declared on common stock of $18.8 million. AOCI (loss) decreased $22.2 million (increase to stockholders’ equity) during the year ended December 31, 2025, primarily due to changes in the market value of available-for-sale securities and changes in the fair value of cash flow hedges.

The Company also had unrealized losses on its portfolio of held-to-maturity investment securities, which totaled $16.6 million and $24.7 million at December 31, 2025 and 2024, respectively, that were not included in its total capital balance. If these held-to-maturity unrealized losses were included in capital (net of taxes), this would have decreased total stockholder’s equity by $12.5 million at December 31, 2025. This amount was equal to 2.0% of total stockholders’ equity of $636.1 million at that date.

Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Under current guidelines, banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. To be considered “well capitalized,” banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On December 31, 2025, the Bank’s common equity Tier 1 capital ratio was 13.0%, its Tier 1 capital ratio was 13.0%, its total capital ratio was 14.3% and its Tier 1 leverage ratio was 11.3%. As a result, as of December 31, 2025, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2024, the Bank’s common equity Tier 1 capital ratio was 12.6%, its Tier 1 capital ratio was 12.6%, its total capital ratio was 13.9% and its Tier 1 leverage ratio was 11.0%. As a result, as of December 31, 2024, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2025, the Company’s common equity Tier 1 capital ratio was 13.6%, its Tier 1 capital ratio was 14.1%, its total capital ratio was 15.3% and its Tier 1 leverage ratio was 12.2%. On December 31, 2024, the Company’s common equity Tier 1 capital ratio was 12.3%, its Tier 1 capital ratio was 12.8%, its total capital ratio was 15.4% and its Tier 1 leverage ratio was 11.2%.

In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. Both the Company and the Bank had a capital conservation buffer that exceeded the required minimum levels at December 31, 2025 and 2024.

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Dividends. During the year ended December 31, 2025, the Company declared common stock cash dividends of $1.66 per share (26.8% of net income per common share) and paid common stock cash dividends of $1.63 per share. During the year ended December 31, 2024, the Company declared common stock cash dividends of $1.60 per share (30.4% of net income per common share) and paid common stock cash dividends of $1.60 per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The $0.43 per share dividend declared but unpaid as of December 31, 2025, was paid to stockholders in January 2026.

Common Stock Repurchases and Issuances. The Company has been in various buy-back programs since May 1990. During the years ended December 31, 2025 and 2024, the Company repurchased 755,759 shares of its common stock at an average price of $58.35 per share and 284,483 shares of its common stock at an average price of $53.10 per share, respectively. During the years ended December 31, 2025 and 2024, the Company issued 94,463 shares of common stock at an average price of $51.03 per share and 203,601 shares of common stock at an average price of $49.59 per share, respectively, to cover stock option exercises.

In April 2025, the Company’s Board of Directors approved a new stock repurchase program to purchase shares of the Company’s outstanding common stock. The new stock repurchase program authorizes the purchase, from time to time in open market or privately negotiated transactions, of up to one million additional shares of the Company’s common stock. This program does not have an expiration date. The authorization of this program became effective in August 2025 upon completion of the previous repurchase program (authorized in November 2022). At December 31, 2025, a total of approximately 687,000 shares remained available in the Company’s current stock repurchase authorization.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the Company’s common stock would contribute to the overall growth of stockholder value. The number of shares that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company. The primary factors typically include the number of shares available in the market from sellers at any given time, the market price of the stock and the projected impact on the Company’s earnings per share and capital.

Non-GAAP Financial Measures

This document contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“GAAP”). This non-GAAP financial information includes the tangible common equity to tangible assets ratio.

In calculating the ratio of tangible common equity to tangible assets, we subtract period-end intangible assets from common equity and from total assets. Management believes that the presentation of this measure excluding the impact of intangible assets provides useful supplemental information that is helpful in understanding our financial condition and results of operations, as it provides a method to assess management’s success in utilizing our tangible capital as well as our capital strength. Management also believes that providing a measure that excludes balances of intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that this is a standard financial measure used in the banking industry to evaluate performance.

This non-GAAP financial measurement is supplemental and is not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of non-GAAP measures, this presentation may not be comparable to other similarly titled measures as calculated by other companies.

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Non-GAAP Reconciliation: Ratio of Tangible Common Equity to Tangible Assets

​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,​ ​ ​December 31,
​ ​ ​2025​ ​ ​2024​ ​ ​2023​ ​ ​20222021
(Dollars In Thousands)
Common equity at period end$636,126$599,568$571,829$533,087$616,752
Less: Intangible assets at period end9,66010,09410,52710,8136,081
Tangible common equity at period end (a)$626,466$589,474$561,302$522,274$610,671
Total assets at period end$5,598,606$5,981,628$5,812,402$5,680,702$5,449,944
Less: Intangible assets at period end9,66010,09410,52710,8136,081
Tangible assets at period end (b)$5,588,946$5,971,534$5,801,875$5,669,889$5,443,863
Tangible common equity to tangible assets (a) / (b)11.21%9.87%9.67%9.21%11.22%

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: 0001410578-25-000294.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-07. Report date: 2024-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following sets forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by Forvis Mazars, LLP. See Item 8. “Financial Statements and Supplementary Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.

December 31,
20242023202220212020
(Dollars In Thousands)
Summary Statement of Financial Condition Information:
Assets$5,981,628$5,812,402$5,680,702$5,449,944$5,526,420
Loans receivable, net4,697,3304,595,4694,511,6474,016,2354,314,584
Allowance for credit losses on loans64,76064,67063,48060,75455,743
Available-for-sale securities533,373478,207490,592501,032414,933
Held-to-maturity securities187,433195,023202,495
Other real estate and repossessions, net5,993232332,0871,877
Deposits4,605,5494,721,7084,684,9104,552,1014,516,903
Total borrowings and other interest- bearing liabilities679,341423,806366,481238,713339,863
Stockholders’ equity (retained earnings substantially restricted)599,568571,829533,087616,752629,741
Common stockholders’ equity599,568571,829533,087616,752629,741
Average loans receivable4,716,5334,631,8564,386,0424,274,1764,399,259
Average total assets5,886,2145,719,1965,519,7905,502,3565,323,426
Average deposits4,681,6604,754,3104,607,3634,539,7404,330,271
Average stockholders’ equity585,960550,920565,173627,516622,437
Number of deposit accounts228,885230,697232,688229,942229,470
Number of full-service offices8990929394

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For the Year Ended December 31,
20242023202220212020
(In Thousands)
Summary Statement of Income Information:
Interest income:
Loans$297,176$271,952$205,751$186,269$204,964
Investment securities and other27,52224,88321,22612,40412,739
324,698296,835226,977198,673217,703
Interest expense:
Deposits109,70588,75720,67613,10232,431
Securities sold under reverse repurchase agreements1,4071,2053243731
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities18,2227,5001,066644
Subordinated debentures issued to capital trust1,7981,736875448628
Subordinated notes4,4234,4224,4227,1656,831
135,555103,62027,36320,75240,565
Net interest income189,143193,215199,614177,921177,138
Provision (credit) for credit losses on loans1,7002,2503,000(6,700)15,871
Provision (credit) for unfunded commitments1,016(5,329)3,187939
Net interest income after provision (credit) for credit losses and provision (credit) for unfunded commitments186,427196,294193,427183,682161,267
Non-interest income:
Commissions1,2271,1531,2081,263892
Overdraft and insufficient funds fees5,1407,6177,8726,6866,481
POS and ATM fee income and service charges13,58614,34615,70515,02912,203
Net gain on loan sales3,7792,3542,5849,4638,089
Net realized gain (loss) on sales of available-for-sale securities(130)78
Late charges and fees on loans5127861,1821,4341,419
Gain (loss) on derivative interest rate products(58)(337)321312(264)
Other income6,3794,1545,3994,1306,152
30,56530,07334,14138,31735,050
Non-interest expense:
Salaries and employee benefits78,59978,52175,30070,29070,810
Net occupancy and equipment expense32,11830,83428,47129,16327,582
Postage3,3293,5903,3793,1643,069
Insurance4,6224,5423,1973,0612,405
Advertising3,1243,3963,2613,0722,631
Office supplies and printing1,0081,0578678481,016
Telephone2,7722,7303,1703,4583,794
Legal, audit and other professional fees5,3997,0866,3306,5552,378
Expense (income) on other real estate and repossessions(304)3113596272,023
Acquired intangible asset amortization4332867688631,154
Other operating expenses10,3958,6708,2646,5346,363
141,495141,023133,366127,635123,225
Income before income taxes75,49785,34494,20294,36473,092
Provision for income taxes13,69017,54418,25419,73713,779
Net income$61,807$67,800$75,948$74,627$59,313

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At or For the Year Ended December 31,
20242023202220212020
(Number of Shares In Thousands)
Performance Data and Ratios:
Per Common Share Data:
Basic earnings per common share$5.28$5.65$6.07$5.50$4.22
Diluted earnings per common share5.265.616.025.464.21
Cash dividends declared1.601.601.561.402.36
Book value per common share51.1448.4443.5846.9845.79
Average shares outstanding11,69511,99212,51713,55814,043
Year-end actual shares outstanding11,72411,80412,23113,12813,753
Average fully diluted shares outstanding11,75512,08012,60713,67414,104
Earnings Performance Ratios:
Return on average assets(1)1.05%1.19%1.38%1.36%1.11%
Return on average stockholders’ equity(2)10.5512.3113.4411.899.53
Non-interest income to average total assets0.520.530.620.700.66
Non-interest expense to average total assets2.402.472.422.322.31
Average interest rate spread(3)2.762.973.593.223.23
Year-end interest rate spread2.862.783.633.203.08
Net interest margin(4)3.423.573.803.373.49
Efficiency ratio(5)64.4063.1657.0559.0358.07
Net overhead ratio(6)1.881.941.801.621.66
Common dividend pay-out ratio(7)30.4228.5225.9125.6456.06
Asset Quality Ratios (8):
Allowance for credit losses/year-end loans1.36%1.39%1.39%1.49%1.32%
Non-performing assets/year-end loans and foreclosed assets0.200.250.080.150.09
Allowance for credit losses/non-performing loans1,812.48550.481,729.691,120.311,831.86
Net charge-offs/average loans0.030.020.010.000.01
Gross non-performing assets/year end assets0.160.200.070.110.07
Non-performing loans/year-end loans0.070.250.080.130.07
Balance Sheet Ratios:
Loans to deposits101.99%97.33%96.30%88.23%95.52%
Average interest-earning assets as a percentage of average interest-bearing liabilities126.98131.11140.32139.94132.49
Capital Ratios:
Average common stockholders’ equity to average assets10.0%9.6%10.2%11.4%11.7%
Year-end tangible common stockholders’ equity to tangible assets(9)9.99.79.211.211.3
Great Southern Bancorp, Inc.:
Tier 1 capital ratio12.812.411.013.412.7
Total capital ratio15.415.213.516.317.2
Tier 1 leverage ratio11.211.010.611.310.9
Common equity Tier 1 ratio12.311.910.612.912.2
Great Southern Bank:
Tier 1 capital ratio12.613.111.914.113.7
Total capital ratio13.914.313.115.414.9
Tier 1 leverage ratio11.011.611.511.911.8
Common equity Tier 1 ratio12.613.111.914.113.7
Column 1Column 2
(1)Net income divided by average total assets.
Column 1Column 2
(2)Net income divided by average stockholders’ equity.
Column 1Column 2
(3)Yield on average interest-earning assets less rate on average interest-bearing liabilities.
Column 1Column 2
(4)Net interest income divided by average interest-earning assets.
Column 1Column 2
(5)Non-interest expense divided by the sum of net interest income plus non-interest income.
Column 1Column 2
(6)Non-interest expense less non-interest income divided by average total assets.
Column 1Column 2
(7)Cash dividends per common share divided by earnings per common share.
Column 1Column 2
(8)Prior to January 1, 2021, these ratios excluded FDIC-assisted acquired loans.
Column 1Column 2
(9)Non-GAAP Financial Measure. For additional information, including a reconciliation to GAAP, see “– Non-GAAP Financial Measures.”

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Forward-looking Statements

When used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), in the Company’s press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the effects of any new or continuing public health issues on general economic and financial market conditions; (iv) fluctuations in interest rates, the effects of inflation or a potential recession, whether caused by Federal Reserve actions or otherwise; (v) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (vi) slower economic growth caused by changes in energy prices, supply chain disruptions or other factors; (vii) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (viii) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (ix) the Company’s ability to access cost-effective funding and maintain sufficient liquidity; (x) fluctuations in real estate values and both residential and commercial real estate market conditions; (xi) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company’s business; (xiv) changes in accounting policies and practices or accounting standards; (xv) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvi) costs and effects of litigation, including settlements and judgments; (xvii) competition; and (xviii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in the Company’s most recent Annual Report on Form 10-K, including, without limitation, those described under “Item 1A. Risk Factors,” subsequent Quarterly Reports on Form 10-Q and other documents filed or furnished from time to time by the Company with the SEC (which are available on our website at www.greatsouthernbank.com and the SEC’s website at www.sec.gov), could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies, Judgments and Estimates

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

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Allowance for Credit Losses and Valuation of Foreclosed Assets

On January 1, 2021, the Company adopted the new accounting standard related to the allowance for credit losses. This standard eliminates the probable initial recognition threshold in GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. See Note 3 to the accompanying financial statements contained in Item 8 of this Report for additional information.

The Company believes that the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated credit losses. The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified loans with a balance of $100,000 or more, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, commercial real estate price index, consumer sentiment and construction spending. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the principal balance over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

See Note 3 “Loans and Allowance for Credit Losses” to the accompanying financial statements for additional information regarding the allowance for credit losses. Inherent in this process is the evaluation and risk assessment of individual credit relationships. From time to time, certain credit relationships may deteriorate due to changes in payment performance, cash flow of the borrower, value of collateral, or other factors. Due to these changing circumstances, management may revise its loss estimates and assumptions for these specific credits. In some cases, losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit.

In addition, the Company recognizes that the determination of the valuation of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sale of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sale of the assets could differ materially from the carrying value reflected in the financial statements, resulting in gains or losses that could materially impact earnings in future periods.

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Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of December 31, 2024, the Company had one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized are tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At December 31, 2024, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and the assumption of related deposits in the St. Louis market. Other identifiable deposit intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years and have been fully amortized.

In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on the university’s campus in Springfield, Missouri. The terms of the agreement provide the naming rights to Great Southern Bank for a total cost of $5.5 million, to be paid over a period of seven years. The Company expects to amortize the naming rights intangible assets through non-interest expense over a period not to exceed 15 years.

At December 31, 2024, the amortizable intangible assets consisted of the arena naming rights of $4.7 million. The amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value. See Note 1 to the accompanying audited financial statements for additional information.

Based on the Company’s qualitative goodwill impairment testing, management does not believe any of the Company’s goodwill or other intangible assets were impaired as of December 31, 2024. While management believes no impairment existed at December 31, 2024, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

Current Economic Conditions

Changes in economic conditions could cause the values of assets and liabilities recorded in the Company’s financial statements to change rapidly, resulting in material future adjustments to asset values, the allowance for credit losses, or capital that could negatively affect the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity. Following the housing and mortgage crisis and correction beginning in mid-2007, the United States entered an economic downturn. Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009. Economic conditions improved in the subsequent years, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels. The U.S. economy continued to operate at historically strong levels until the COVID-19 pandemic in March 2020, which severely affected tourism, labor markets, business travel, immigration, and the global supply chain, among other areas. The economy plunged into recession in the first quarter of 2020, as efforts to contain the spread of the coronavirus forced all but essential business activity, or any work that could not be done from home, to stop, shuttering factories, restaurants, entertainment, sporting events, retail shops, personal services, and more.

More than 22 million jobs were lost in March and April 2020 as businesses closed their doors or reduced their operations, sending employees home on furlough or layoffs. With uncertain incomes and limited buying opportunities, consumer spending plummeted. As a result, gross domestic product (GDP), the broadest measure of the nation’s economic output, plunged. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), a fiscal relief bill passed by Congress and signed by the President in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and loans to small businesses intended to help keep employees on their payroll, fueling a historic bounce-back in economic activity.

Total fiscal support to the economy throughout the pandemic, including the CARES Act, the American Rescue Plan of March 2021, and several smaller fiscal packages, totaled well over $5 trillion. The amount of this support was equal to almost 25% of pre-pandemic 2019 GDP and approximately three times the level of support provided during the global financial crisis of 2007-2008.

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Additionally, the Federal Reserve acted decisively by slashing its benchmark interest rate to near zero and ensuring credit availability to businesses, households, and municipal governments. The Federal Reserve’s efforts largely insulated the financial system from the problems in the economy, a significant difference from the financial crisis of 2007-2008. Purchases of Treasury and agency mortgage-backed securities totaling $120 billion each month by the Federal Reserve commenced shortly after the pandemic began. In November 2021, the Federal Reserve began to taper its quantitative easing (QE), winding down its bond purchases with its final open market purchase conducted on March 9, 2022. The federal government deficit was $2.8 trillion in fiscal 2021, close to $1.4 trillion in fiscal 2022, and $1.7 trillion in fiscal 2023. The Federal Reserve aggressively raised the federal funds interest rates from early 2022 through mid-2023, pushing the federal funds rate to more than 5.50%, its highest level in 22 years.

The Federal Reserve’s actions were motivated by surging inflation in 2021 caused by pandemic-fueled spending, which outpaced the ability of producers to supply goods and services after having been impacted by COVID-related shutdowns and clogged transportation systems. The Federal Reserve made some headway in its attempt to force inflation down. The personal consumption expenditures (PCE) price index, the Federal Reserve’s preferred measure of inflation, eased from its peak of 7.1% in June 2022 to 2.9% in December 2023. Core PCE, which excludes food and energy prices, was 2.8% at December 31, 2024, above the Federal Reserve’s target of 2%.

Based on Moody’s U.S. Baseline Outlook and Alternative Scenarios Analysis dated January 2025, real GDP in 2025 is projected to be 2.2% on an annual average basis, which is unchanged from the projection in December 2024. GDP is projected to grow 1.7% in 2026 and 1.9% in 2027, before returning to trend in 2028. Consumer spending remained an important source of growth, along with exports, nonresidential investment both federal and state, and local spending.

Employment

The national unemployment rate was unchanged compared to the previous quarter end at 4.1% for both December 2024 and September 2024. The number of unemployed individuals was 6.9 million as of December 2024 with 256,000 jobs added in December 2024. In December 2024, the healthcare, retail trade, government, social assistance, and leisure and hospitality areas contributed to the 188,000 of total job gains.

As of December 2024, the labor force participation rate (the share of working-age Americans employed or actively looking for a job) remained stable at 62.5%. The unemployment rate for the Midwest, where the Company conducts most of its business, increased from 3.6% in December 2023 to 4.1% in December 2024. Unemployment rates for December 2024 in the states where the Company has a branch or a loan production office were: Arizona at 3.8%, Arkansas at 3.4%, Colorado at 4.4%, Georgia at 3.7%, Illinois at 5.2%, Iowa at 3.2%, Kansas at 3.6%, Minnesota at 3.3%, Missouri at 3.7%, Nebraska at 2.8%, North Carolina at 3.7%, and Texas at 4.2%. These rates are slightly higher for a majority of the states compared to September 2024.

Single Family Housing

Existing-home sales increased by 2.2% in December 2024 to a seasonally adjusted annual rate of 4.24 million, up 9.3% from the previous year. In the Midwest, existing-home sales fell 1.0% in December 2024 to an annual rate of 990,000, up 6.5% from one year earlier.

The median existing-home sales price rose 6.0% from December 2023 to $404,400 in December 2024, which is the 18th consecutive month of year-over-year price increases. The median price in the Midwest was $298,600, up 9.0% from December 2023. All regions reported median price increases when compared to the prior year.

Total housing inventory registered at the end of December 2024 was 1.15 million units, down 13.5% from November 2024 and up 16.2% from 1.0 million at the end of December 2023. Unsold inventory sat at a 3.3-month supply at the end of December 2024, up from 3.1 months at the end of December 2023.

New home construction dropped precipitously after the financial crisis of 2007-2008 and has yet to fully recover. Issues contributing to the country’s current housing shortage include increasing labor and materials costs, availability of building materials, increased interest rates and tighter lending underwriting standards. Single-family housing starts in December 2024 were at a rate of 1.05 million; 3.3% above the revised November 2024 figure of 1.02 million.

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Sales of new single‐family houses in December 2024 were at a seasonally adjusted annual rate of 698,000, according to the U.S. Census Bureau and the Department of Housing and Urban Development. This was 3.6% above the November 2024 rate of 674,000 and 6.7% above the December 2023 rate of 654,000.

The median sales price of new houses sold in December 2024 was $427,000, in line with the $428,600 reported in December 2023. The average sales price in December 2024 of $513,600 was down from $514,000 in December 2023. The seasonally‐adjusted estimate of new houses for sale at the end of December 2024 was 494,000. This represented a supply of 8.5 months at the current sales rate.

According to Freddie Mac, the average commitment rate for a 30-year, fixed-rate mortgage was 6.95% as of January 31, 2025 which was up from 6.63% one year ago.

Other Residential (Multi-Family) Housing and Commercial Real Estate

The U.S. multi-family market experienced a continued strong recovery in demand through 2024, driven by stable economic growth plus a continued slowing of renter households making the jump to ownership and creating fewer units to backfill. Despite the notable growth in demand in 2024, the influx of new supply continued to saturate the market. The gap closed significantly in the second half of 2024. In the fourth quarter of 2024, the supply/demand gap only totaled 24,000 units, the smallest amount since the end of 2021. Most new supply additions are concentrated at the 4 and 5 Star price point, contributing to the weakest rent growth observed in this level of the market. Consequently, the persistent imbalance between supply and demand stabilized the vacancy rate in the fourth quarter of 2024 at 8%.

CoStar reported, nationally, absorption continued to accelerate in the fourth quarter of 2024, offering the market an opportunity to stabilize and possibly begin recovering. The year ended December 31, 2024 saw 553,000 units absorbed, which was the strongest year since 2021. Despite this demand, 677,000 new units were completed in 2024, which completes three years in a row in which supply outpaced demand. Forecasts for 2025 show demand finally outpacing deliveries, which positions the market to see the vacancy rate begin declining. The 4 & 5 Star segment exhibited the weakest performance, at 0.2%, a slight improvement from the negative or zero year-over-year rent growth experienced over the past year due to increasing vacancies.

The Midwest and Northeast regions have fared the best over the past two years in terms of rent growth. Deliveries in the Midwest for 2024 were only 22,000 units higher than in 2019. This controlled increase in projected new supply is expected to keep Midwestern markets more balanced, thereby avoiding the oversupply conditions that contributed to weaker rent growth in the Sun Belt. At the market level, projections suggest that all but 2 major markets, Austin and San Antonio, will return to positive rent growth by the end of 2025. Kansas City was one of the metropolitan areas with the most robust rent growth at the end of 2024.

The December 2024 national multi-family market vacancy rates were slightly higher than the previous quarter at 8%. Our market areas reflected the following apartment vacancy levels as of December 2024: Springfield, Missouri at 5.9%, St. Louis at 9.9%, Kansas City at 8.1%, Minneapolis at 7.6%, Dallas-Fort Worth at 11.2%, Chicago at 5.1%, Atlanta at 12.4%, Phoenix at 11.7%, Denver at 11.1% and Charlotte, North Carolina at 12.6%.

Absorption for the office industry was flat for 2024, and the vacancy rate has remained unchanged since September 2024 at 13.9%. CoStar expects the vacancy rate to rise further before plateauing in 2026. Rents are expected to flatten out in the next 12 months before beginning a recovery driven by stabilizing demand and a lack of relevant, competitive supply. Various indicators show office attendance was still trending upward, albeit slowly. But while attendance was rising, office-using job growth had nearly stalled.

The stock of office space rose by about 25 million square feet in 2024 with a similar amount forecasted in 2025. The ongoing reset in property values could lead to lower asking rates as more buildings transact at significant discounts to prior valuations. The national trend showed a shrinking pipeline, as some cities, like Austin, TX, faced near-term supply pressure with only 3% of inventory underway.

CoStar reported office asking rents have remained steady over the past four years, and said a combination of aggressive discounts by new, low-basis owners, a looming lack of available space in premium new buildings, and an ongoing amount of sublease inventory is expected to keep office asking rents flat for the next 12 to 18 months. With attendance rising only gradually and job growth stagnant, there appears little likelihood of a dramatic change in demand conditions in the next 18-24 months.

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As of December 2024, national office vacancy rates remained stable at 13.9% compared to September 2024, while our market areas reflected the following vacancy levels: Springfield, Missouri at 4.2%, St. Louis at 9.7%, Kansas City at 11.2%, Minneapolis at 11.5%, Dallas-Fort Worth at 18%, Chicago at 16.7%, Atlanta at 16.7%, Denver at 17.2%, Phoenix at 16.7% and Charlotte, North Carolina at 14.5%.

As of December 31, 2024, the U.S. retail market was in one of its firmest fundamental positions on record thanks to steadily rising demand and limited new supply. However, there has been a sharp uptick in bankruptcies and store closures. At that date, there was just 501 million SF of space available for lease across the U.S., which was almost 125 million SF below the amount available for lease during the height of the pandemic.

As transaction volumes trended higher, the rise in cap rates was settling down. Higher exit caps have made it more challenging for developers to meet their proformas and an increasing number are choosing to hold instead of taking their assets to market. The shift in cap rates over the last two years was evident in the trend of single-tenant investment sales of net leased properties. Fewer buyers were in the market, and investment opportunities continued to expand. Unanchored and open-air shopping centers have seen cap rates above 7%, occasionally climbing into the 8% to 9% range, depending on market specifics and the quality of the asset. However, the limited new retail construction and historically low availability rates should limit any potential surge in vacancy rates in the event of a demand pullback.

During the fourth quarter of 2024, national retail vacancy rates remained steady at 4.1% while our market areas reflected the following vacancy levels: Springfield, Missouri at 2.0%, St. Louis at 4.2%, Kansas City at 3.8%, Minneapolis at 2.5%, Dallas-Fort Worth at 4.5%, Chicago at 4.6%, Atlanta at 3.8%, Phoenix at 4.9%, Denver at 3.8%, and Charlotte, North Carolina at 3.1%.

U.S. industrial market performance continued to downshift in the fourth quarter of 2024. While the national vacancy rate is not expected to rise above its 20-year average of 7.0%, forecasts for 2025 could still prove challenging for the market. Net absorption has remained positive but continued to lose steam, with early 2024 registering the lowest first quarter absorption tally since 2012. Net absorption for 2024 was 101 million SF compared to 133 million SF for 2023. This weakness tied partly to recent 12-year lows in home sales, which lowered sales of furniture, building materials, and appliances, leading to large distribution center closures by tenants including Big Lots, Ashley Furniture, and Home Depot.

The prospect of escalating tariffs at home and abroad could make retailers hesitant to expand distribution networks until the threat of additional trade barriers dissipates. Significant tariff increases would also force retailers to raise prices, decreasing the volume of goods consumers are able to purchase. During November 2024, the CFO of Walmart, the third largest user of U.S. industrial space, noted that tariffs “are inflationary for customers” and that “there probably will be cases where prices will go up for consumers.”

The U.S. industrial market is nearing the end of a record development surge. Higher interest rates have caused construction starts on new industrial projects to fall over the past two years. Quarterly net supply additions are on pace to fall below the pre-pandemic three-year average by mid-2025 and continue declining through at least 2026 when supply growth is set to hit an 11-year low. A gradual but persistent decline in speculative development completions has already begun. As of December 31, 2024, the amount of vacant space among existing Phoenix logistics properties 50,000 SF or larger has increased by 35 million SF, primarily due to speculative development since 2019 pushing the vacancy rate among these buildings over 19%, while another 11 million SF worth of unleased space remained under construction.

Nationally, year-over-year industrial rent growth decelerated over the past 12 months to 2.3%, a rate which was below the pre-pandemic five-year average. In the near term, it is expected that rent growth will slow further in both the small bay and big box logistics sectors. If net absorption can gradually increase, there is potential for rent growth to reaccelerate and return to the pre-pandemic three-year average of 5.5% by 2026, given the limited amount of new supply that will likely be on track to be completed during the year. However, big box logistics properties in markets most saturated with speculative development such as Austin, Indianapolis, Greenville/Spartanburg, Phoenix, and San Antonio are most at risk of lagging in any developing rent recovery, either due to slower asking rent increases or lingering, high levels of concessions.

For the fourth quarter of 2024, national industrial vacancy rates increased to 6.9%, from 6.8% for the third quarter of 2024. Our market areas reflected the following industrial vacancy levels for the fourth quarter of 2024: Springfield, Missouri at 1.6%, St. Louis at 4.0%, Kansas City at 5.2%, Minneapolis at 4.0%, Dallas-Fort Worth at 9.6%, Chicago at 5.5%, Atlanta at 8.1%, Phoenix at 12%, Denver at 7.9% and Charlotte, North Carolina at 9.2%.

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Our management will continue to monitor regional, national, and global economic indicators such as unemployment, GDP, housing starts and prices, consumer sentiment, commercial real estate price index and commercial real estate occupancy, absorption and rental rates, as these could significantly affect customers in each of our market areas.

For discussion of the risk factors associated with multi-family and commercial real estate loans, see “Risk Factors – Risks Relating to Lending Activities – Our loan portfolio possesses increased risk due to our relatively high concentration of commercial and residential construction, commercial real estate, other residential (multi-family) and other commercial loans” and “Risk Factors – Risks Relating to Regulation – We currently exceed thresholds defined in interagency guidance on commercial real estate concentrations, and as such, we may incur additional expense or slow the growth of certain categories of commercial real estate lending.”

General

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on its net interest income, as well as provisions for credit losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

The Company’s total assets increased $169.2 million, or 2.9%, from $5.81 billion at December 31, 2023, to $5.98 billion at December 31, 2024. Full details of the current year changes in total assets are provided below, under “Comparison of Financial Condition at December 31, 2024 and December 31, 2023.”

Loans. In the year ended December 31, 2024, the Company’s net loans increased $100.8 million, or 2.2%, from $4.59 billion at December 31, 2023, to $4.69 billion at December 31, 2024. This increase was primarily in other residential (multi-family) loans ($607.2 million increase), which was partially offset by decreases in construction loans ($358.7 million decrease), commercial business loans ($109.1 million decrease), and one- to four- family residential loans ($57.2 million decrease). The pipeline of loan commitments remained strong at the end of 2024 and increased slightly compared to the end of 2023. The pipeline of the unfunded portion of construction loans remained strong at the end of 2024 and decreased slightly compared to the end of 2023. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories. As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline and credit quality, no assurance can be given that our loan growth will match or exceed the average level of growth achieved in prior years. The Company’s strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

Recent growth has occurred in some loan types, primarily other residential (multi-family) loans and in most of Great Southern’s primary lending locations, including Springfield, St. Louis, Kansas City, Des Moines and Minneapolis, as well as our loan production offices in Atlanta, Charlotte, Chicago, Dallas, Denver, Omaha, and Phoenix. Certain minimum underwriting standards and monitoring help assure the Company’s portfolio quality. All new loan originations that exceed lender approval authorities are subject to review and approval by Great Southern’s loan committee. Generally, the Company considers commercial construction, consumer, other residential (multi-family) and commercial real estate loans to involve a higher degree of risk compared to some other types of loans, such as first mortgage loans on one- to four-family, owner-occupied residential properties. For other residential (multi-family), commercial real estate, commercial business and construction loans, the credits are subject to an analysis of the borrower’s and guarantor’s financial condition, credit history, verification of liquid assets, collateral, market analysis and repayment ability. It has been, and continues to be, Great Southern’s practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. To minimize construction risk, projects are monitored as construction draws are requested by comparison to budget and with progress verified through property inspections. The geographic and product diversity of collateral, equity requirements and limitations on speculative construction projects help to mitigate overall risk in these loans. Underwriting standards for all loans also include loan-to-value ratio limitations, which vary depending on collateral type, debt service coverage ratios or debt payment to income ratio guidelines, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Consumer loans, other than home equity loans, are primarily secured by new or used motor vehicles and these loans are subject to underwriting standards designed to assure portfolio quality. In 2019, the Company discontinued indirect auto loan originations.

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Of the total loan portfolio at December 31, 2024 and 2023, 92.1% and 89.5%, respectively, was secured by real estate, as this is the Bank’s primary focus in its lending efforts. At December 31, 2024 and 2023, commercial real estate and commercial construction loans (excluding multi-family loans) were 36.1% and 36.8% of the Bank’s total loan portfolio, respectively. Commercial real estate and commercial construction loans generally afford the Bank an opportunity to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. They do, however, present somewhat greater risk to the Bank because they may be more adversely affected by conditions in the real estate markets or in the economy generally. At both December 31, 2024 and 2023, loans made in the Springfield, Missouri metropolitan statistical area (Springfield MSA) comprised 8% of the Bank’s total loan portfolio. The Company’s headquarters are located in Springfield and we have operated in this market since 1923. Loans made in the St. Louis metropolitan statistical area (St. Louis MSA) comprised 17% of the Bank’s total loan portfolio at both December 31, 2024 and 2023. The Company’s expansion into the St. Louis MSA, beginning in May 2009, has provided an opportunity to not only diversify from the Springfield MSA, but also has provided access to a larger economy with increased lending opportunities despite higher levels of competition. Loans made in the St. Louis MSA are primarily commercial real estate, commercial business and other residential (multi-family) loans, which are less likely to be impacted by the higher levels of unemployment rates, as mentioned above under “Current Economic Conditions,” than if the focus were on one- to four-family residential and consumer loans. For further discussions of the Bank’s loan portfolio, and specifically, commercial real estate and commercial construction loans, see “Item 1. Business – Lending Activities.”

The percentage of fixed-rate loans in our loan portfolio has been as much as 40% in recent years and was 37% as of December 31, 2024. The majority of the increase in fixed rate loans over the past few years was in commercial real estate, which typically has short durations within our portfolio. Of the total amount of fixed rate loans in our portfolio as of December 31, 2024, approximately 90% mature within the next five years and therefore are not considered to create significant long-term interest rate risk for the Company. Fixed rate loans make up only a portion of our balance sheet and our overall interest rate risk strategy. As of December 31, 2024, our interest rate risk models indicated a one-year interest rate earnings sensitivity position that is modestly positive in an increasing rate environment. For further discussion of our interest rate sensitivity gap and the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.” For discussion of the risk factors associated with interest rate changes, see “Risk Factors – We may be adversely affected by interest rate changes.”

While our policy allows us to lend up to 95% of the appraised value on one-to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. Private mortgage insurance is typically required for loan amounts above the 80% level. Few exceptions occur and would be based on analyses which determined minimal transactional risk to be involved. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At December 31, 2024 and 2023, 0.2% of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At December 31, 2024 and 2023, an estimated 0.4%, of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

The level of non-performing loans and foreclosed assets affects our net interest income and net income. We generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.

Available-for-sale Securities. Available-for-sale securities increased $55.2 million, or 11.5%, from $478.2 million at December 31, 2023, to $533.4 million at December 31, 2024. The Company purchased some agency mortgage-backed securities in 2024 with expected yields significantly in excess of the overall portfolio yield. For further information on investment securities, see Note 2 to the accompanying financial statements contained in this Report.

Held-to-maturity Securities. Held-to-maturity securities decreased $7.6 million, or 3.9%, from $195.0 million at December 31, 2023, to $187.4 million at December 31, 2024. For further information on investment securities, see Note 2 to the accompanying financial statements contained in this Report.

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Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, internet channels and brokered deposits. The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities. In the year ended December 31, 2024, total deposit balances decreased $116.2 million, or 2.5%. Compared to December 31, 2023, transaction account balances decreased $54.3 million and retail certificates of deposit decreased $172.4 million. The decrease in transaction accounts was primarily a result of a decrease in non-interest-bearing accounts and various NOW accounts, as small businesses and individuals appear to be drawing down their balances to pay for goods and services, or are seeking a higher-yielding alternative. Retail certificates of deposit decreased due to a decrease in retail certificates generated through the banking center network and time deposits initiated through internet channels, which experienced a planned decrease as part of the Company’s balance sheet management between funding sources. Brokered deposits, including IntraFi program purchased funds, were $772.1 million at December 31, 2024, an increase of $110.6 million from $661.5 million at December 31, 2023. The Company uses brokered deposits of select maturities and interest rate characteristics from time to time to supplement its various funding channels and to manage interest rate risk.

Our deposit balances may fluctuate depending on customer preferences and our relative need for funding. We do not consider our retail certificates of deposit to be guaranteed long-term funding because customers can withdraw their funds at any time with minimal interest penalty. When loan demand trends upward, we can increase rates paid on deposits to attract more deposits and utilize brokered deposits to generate additional funding. The level of competition for deposits in our markets is high. It is our goal to gain deposit market share, particularly checking accounts, in our branch footprint. To accomplish this goal, increasing rates to attract deposits may be necessary, which could negatively impact the Company’s net interest margin.

Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create either fixed or variable rate funding, as desired, which more closely matches the interest rate nature of much of our loan portfolio. It also gives us greater flexibility in increasing or decreasing the duration of our funding. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.

Securities sold under reverse repurchase agreements with customers. Securities sold under reverse repurchase agreements with customers decreased $6.4 million, or 9.0%, from $70.8 million at December 31, 2023 to $64.4 million at December 31, 2024. These balances fluctuate over time based on customer demand for this product.

Short-Term Borrowings and Other Interest-bearing Liabilities. The Company’s FHLBank term advances were $-0- at both December 31, 2024 and December 31, 2023. At December 31, 2024 and 2023, overnight borrowings from the FHLBank were $333.0 million and $251.0 million, respectively, which are included in short-term borrowings.

Short-term borrowings and other interest-bearing liabilities increased $261.6 million from $252.6 million at December 31, 2023 to $514.2 million at December 31, 2024. The Company may utilize overnight borrowings and short-term FHLBank advances, depending on relative interest rates. In addition, in 2024, the Company utilized BTFP borrowings from FRBSTL.

Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by changes in market interest rates. A large portion of our loan portfolio is tied to one-month SOFR, three-month SOFR or the “prime rate” and adjusts immediately or shortly after the index rate adjusts (subject to the effect of contractual interest rate floors on some of the loans, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see “Quantitative and Qualitative Disclosures About Market Risk”).

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The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% on December 16, 2015, the FRB had last changed interest rates on December 16, 2008. This was the first rate increase since September 29, 2006. The FRB also implemented rate increases of 0.25% on eight additional occasions beginning December 14, 2016 and through December 31, 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate stood at 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16. At December 31, 2021, the Federal Funds rate was 0.25%. In 2022, the FRB implemented rate increases of 0.25%, 0.50%, 0.75%, 0.75%, 0.75%, 0.75% and 0.50% in March, May, June, July, September, November and December 2022, respectively. At December 31, 2022, the Federal Funds rate was 4.50%. In 2023, the FRB implemented rate increases of 0.25%, 0.25%, 0.25% and 0.25% in February, March, May and July 2023, respectively. At December 31, 2023 the Federal Funds rate was 5.50%. In 2024, the FRB implemented rate decreases of 0.50%, 0.25%, and 0.25% in September, November and December, respectively. At December 31, 2024, the Federal Funds rate was 4.50%. Financial markets now expect the possibility of further decreases in Federal Funds interest rates in 2025 to be likely, but possibly cuts of only 0.50% at a methodical pace and with interest rate decisions being made at each FRB meeting based on economic data available at the time.

Great Southern’s loan portfolio includes loans ($1.57 billion at December 31, 2024) tied to various SOFR indices that will be subject to adjustment at least once within 90 days after December 31, 2024. All of these loans have interest rate floors at various rates. Great Southern also has a portfolio of loans ($748.0 million at December 31, 2024) tied to a “prime rate” of interest that will adjust immediately or within 90 days of a change to the “prime rate” of interest. Nearly all of these loans had interest rate floors at various rates. In addition, Great Southern has a portfolio of loans ($8.6 million at December 31, 2024) tied to an AMERIBOR index that will adjust immediately or within 90 days of a change to the rate of interest on this index. All of these loans had interest rate floors at various rates. At December 31, 2024, nearly all of these SOFR, AMERIBOR and “prime rate” loans had fully-indexed rates that were at or above their floor rate and so are expected to move fully with future market interest rate increases, and most are expected to move fully with future market interest rate decreases as many of these loans have floor rates well below their current index rate.

A rate cut by the FRB generally would be expected to have an immediate negative impact on the Company’s interest income on loans due to the large total balance of loans tied to the SOFR indexes or the “prime rate” index that will be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts. Interest rate floors may at least partially mitigate the negative impact of interest rate decreases. Loans at their floor rates are, however, subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate. There may also be a negative impact on the Company’s net interest income if the Company is unable to significantly lower its funding costs due to a highly competitive rate environment for deposits, although interest rates on assets may decline further. Conversely, market interest rate increases would normally result in increased interest rates on our SOFR-based, AMERIBOR-based and prime-based loans.

As of December 31, 2024, Great Southern’s interest rate risk models indicate that, generally, rising interest rates are expected to have a modestly positive impact on the Company’s net interest income, while declining interest rates are expected to have a mostly neutral impact on net interest income. Any negative impact of a falling Federal Funds rate and other market interest rates also falling could be more pronounced if we are not able to decrease non-maturity deposit rates accordingly. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following relatively minor changes in interest rates because our portfolios are relatively well matched in a twelve-month horizon.

In a situation where market interest rates increase significantly in a short period of time, our net interest margin increase may be more pronounced in the very near term (first one to three months), due to fairly rapid increases in SOFR interest rates and “prime” interest rates. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in SOFR interest rates and “prime” interest rates. In the subsequent months, we would expect that net interest margin would stabilize and begin to recover, as renewal interest rates on maturing time deposits decrease.

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During 2020, we experienced some compression of our net interest margin due to Federal Fund rate cuts during the nine-month period of July 2019 through March 2020. Margin compression primarily resulted from changes in the asset mix, mainly the addition of lower-yielding assets and the issuance of subordinated notes during 2020, and net interest margin remained lower than our historical average in 2021. LIBOR interest rates decreased significantly in 2020 and remained very low in 2021, putting pressure on loan yields, and strong pricing competition for loans and deposits remained in most of our markets.

Beginning in March 2022, market interest rates, including LIBOR interest rates, SOFR interest rates and “prime” interest rates, began to increase rapidly. This resulted in increasing loan yields and expansion of our net interest income and net interest margin throughout 2022 and into the first three months of 2023. In 2023, market interest rate increases moderated and loan yield increases moderated in line with market rates. However, there has been increased competition for deposits and other sources of funding, resulting in higher costs for those funds. This has been especially true since early March 2023. Deposit and other funding costs moderated a bit in late 2024 as the FRB cut the federal funds rate, but competition for deposits remains significant. For further discussion of the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”

Non-interest Income and Non - interest (Operating) Expenses. The Company’s profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, POS interchange fees, late charges and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided under “Results of Operations and Comparison for the Years Ended December 31, 2024 and 2023.”

Business Initiatives

Great Southern has previously reported certain issues and contractual disputes regarding its proposed conversion to a new core banking platform to be delivered by a third-party vendor. This ultimately led to Great Southern terminating the Master Agreement with the third-party vendor and initiating litigation against them, with the third-party vendor filing a counterclaim against Great Southern. In December 2024, an agreement in principle was reached between Great Southern and the third-party vendor whereby the Master Agreement would be terminated and the parties’ card servicing agreement would be continued and expanded. Great Southern recorded a $2.0 million accrued expense in 2024 in connection with these developments. However, at this time, no assurance can be given as to when or whether final agreements will be executed and a full settlement of the matter will be achieved.

The Company’s banking centers and loan production offices are consistently reviewed to measure performance and ensure responsiveness to changing customer needs and preferences. As such, the Company may open banking centers and loan production offices and invest resources where customer demand leads, and from time to time, consolidate offices or even exit markets when conditions dictate.

The following changes were initiated in 2024 and early 2025:

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In January 2024, in Springfield, Missouri, a retail banking center at 600 W. Republic Road was consolidated into another banking center at 2945 W. Republic Road, a short distance away.
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In February 2024, the Company closed its loan production office in Tulsa, Oklahoma after an analysis of lending priorities and operational efficiencies. Loan clients served through this office were reassigned to other relationship managers.
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In 2025, the Company plans to replace one banking center in Springfield, Mo. with a newly constructed building on the same property at 723 N. Benton. The new facility, designed as a next-generation banking center, will allow for flexibility of new designs, processes, technology and tools balanced with customer convenience. Construction on the new building is expected to begin in the first quarter of 2025, with completion anticipated in the fourth quarter of 2025. During construction, customers will be served in a temporary facility on the property. The Company also has 11 other banking centers and an Express Center in Springfield.

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Two long-term executive team members retired from the Company in 2024. Both announced their retirements at least a year in advance to ensure an orderly leadership transition.

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Chief Retail Banking Officer Kris Conley retired in December 2024 after a notable career at Great Southern Bank. He joined the Company in 1998 and led the retail banking division since 2010. His successor, Laura Smith, joined Great Southern in 2003 and previously managed the Company’s investment services division.
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Chief Communications & Marketing Officer Kelly Polonus retired in December 2024, concluding a distinguished 41-year career in banking, including the last 22 years at Great Southern Bank. Succeeding Polonus is Stacy Fender, who joined Great Southern in June 2024 after serving 18 years in communications and marketing roles at a regional healthcare system.

Effect of Federal Laws and Regulations

General. Federal legislation and regulation significantly affect the operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated banking organizations such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.

Dodd-Frank Act. In 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Certain aspects of the Dodd-Frank Act have been affected by the more recently enacted Economic Growth Act, as defined and discussed below under “-Economic Growth Act.”

Capital Rules. The federal banking agencies have adopted regulatory capital rules that substantially amend the risk-based capital rules applicable to the Bank and the Company. The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision. For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply. The chief features of these rules are summarized below.

The rules refine the definitions of what constitutes regulatory capital and add a new regulatory capital element, common equity Tier 1 capital. The minimum capital ratios are (i) a common equity Tier 1 (“CET1”) risk-based capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. In addition to the minimum capital ratios, the rules include a capital conservation buffer, under which a banking organization must have CET1 more than 2.5% above each of its minimum risk-based capital ratios in order to avoid restrictions on paying dividends, repurchasing shares, and paying certain discretionary bonuses. The capital conservation buffer became fully implemented on January 1, 2019.

These rules also revised the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels show signs of weakness. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (i) a common equity Tier 1 risk-based capital ratio of at least 6.5%, (ii) a Tier 1 risk-based capital ratio of at least 8%, (iii) a total risk-based capital ratio of at least 10% and (iv) a Tier 1 leverage ratio of 5%, and must not be subject to an order, agreement or directive mandating a specific capital level.

Economic Growth Act. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), was enacted to modify or eliminate certain financial reform rules and regulations, including some implemented under the Dodd-Frank Act. While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these amendments could result in meaningful regulatory changes.

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The Economic Growth Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10 percent. Upon election, any qualifying depository institution or its holding company that exceeds the CBLR will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered “well-capitalized” under the prompt corrective action rules. Currently, the CBLR is 9.0%. The Company and the Bank have chosen to not utilize the new CBLR due to the Company’s size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.

In addition, the Economic Growth Act includes regulatory relief in the areas of examination cycles, call reports, mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

Recent Accounting Pronouncements

See Note 1 to the accompanying audited financial statements, which are included in Item 8 of this Report, for a description of recent accounting pronouncements including the respective dates of adoption and expected effects on the Company’s financial position and results of operations.

Comparison of Financial Condition at December 31, 2024 and December 31, 2023

During the year ended December 31, 2024, total assets increased by $169.2 million, or 2.9%, to $5.98 billion. The increase was primarily attributable to increases in loans receivable and investment securities.

Cash and cash equivalents were $195.8 million at December 31, 2024, a decrease of $15.5 million, or 7.4%, from $211.3 million at December 31, 2023. This decrease was primarily due to a $20.7 million decrease in interest-bearing deposits in the FRBSTL. In 2024, these excess funds were used to purchase new investment securities and originate loans.

The Company’s available-for-sale securities increased $55.2 million, or 11.5%, compared to December 31, 2023. The increase was primarily due to the purchase of agency fixed-rate multi-family mortgage-backed securities and agency collateralized mortgage obligation securities, partially offset by normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. The available-for-sale securities portfolio was 8.9% and 8.2% of total assets at December 31, 2024 and 2023, respectively.

The Company’s held-to-maturity securities decreased $7.6 million, or 3.9%, compared to December 31, 2023. The decrease was primarily due to normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. The held-to-maturity securities portfolio was 3.1% and 3.4% of total assets at December 31, 2024 and 2023, respectively.

Net loans increased $100.8 million, or 2.2%, from December 31, 2023, to $4.69 billion at December 31, 2024. This increase was primarily in other residential (multi-family) loans of $607.2 million, partially offset by decreases in construction loans of $358.7 million, commercial business loans of $109.1 million and one- to four-family residential loans of $57.2 million. The pipeline of loan commitments and the unfunded portion of construction loans remained strong at December 31, 2024. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories.

Total liabilities increased $141.5 million from $5.24 billion at December 31, 2023 to $5.38 billion at December 31, 2024. The increase was primarily due to increases in short-term borrowings from FHLBank, borrowings under the FRBSTL BTFP program and increases in brokered deposits, partially offset by a decrease in retail time deposits.

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Total deposits decreased $116.2 million, or 2.5%, from $4.72 billion at December 31, 2023 to $4.61 billion at December 31, 2024. Transaction account balances decreased $54.3 million, from $3.11 billion at December 31, 2023 to $3.06 billion at December 31, 2024. Retail certificates of deposit decreased $172.4 million compared to December 31, 2023, to $775.8 million at December 31, 2024. Decreases in transaction account balances were primarily in certain NOW account types and non-interest-bearing checking accounts. Total interest-bearing checking decreased $1.7 million and non-interest-bearing demand deposit accounts decreased $52.6 million. Customer retail time deposits initiated through our banking center network decreased $158.1 million and time deposits initiated through our national internet network decreased $10.6 million. Customer deposits at December 31, 2024 and December 31, 2023, totaling $5.0 million and $8.8 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. Brokered deposits increased $110.6 million to $772.1 million at December 31, 2024, compared to $661.5 million at December 31, 2023. Brokered deposits were utilized to fund growth in outstanding loans and investment securities and to offset reductions in balances in other deposit categories. The Company has the capacity to further expand its use of brokered deposits if it chooses to do so. Of the total brokered deposits at December 31, 2024, $300.0 million were floating rate deposits which adjust daily based on the effective federal funds rate index.

The Company’s term Federal Home Loan Bank advances were $-0- at both December 31, 2024 and 2023. At December 31, 2024 and 2023, there were no borrowings from the FHLBank, other than overnight borrowings, which are included in the short-term borrowings category. The Company maintains the flexibility to utilize both overnight borrowings and short-term FHLBank advances depending on relative interest rates.

Short-term borrowings and other interest-bearing liabilities increased $261.6 million, or 103.6%, from $252.6 million at December 31, 2023 to $514.2 million at December 31, 2024. The short-term borrowings included overnight FHLBank borrowings of $333.0 million at December 31, 2024, compared to $251.0 million at December 31, 2023. In January 2024, the Bank borrowed $180.0 million under the Federal Reserve Bank’s Bank Term Funding Program (BTFP). The borrowing, which matured in January 2025 and had a fixed interest rate of 4.83%, was repaid in full in January 2025. The line was secured primarily by the Bank’s held-to-maturity investment securities. These short-term borrowings were primarily used to purchase new investment securities and originate loans.

Securities sold under reverse repurchase agreements with customers decreased $6.4 million, or 9.0%, from $70.8 million at December 31, 2023 to $64.4 million at December 31, 2024. These balances fluctuate over time based on customer demand for this product.

Total stockholders’ equity increased $27.8 million, or 4.9%, from $571.8 million at December 31, 2023 to $599.6 million at December 31, 2024. The Company recorded net income of $61.8 million for the year ended December 31, 2024. In addition, total stockholders’ equity increased $11.9 million due to the issuance of the Company’s common stock upon stock option exercises. Accumulated other comprehensive income decreased $11.9 million due to decreases in the fair value of investment securities and the fair value of cash flow hedges, as a result of increasing intermediate-term market interest rates which generally decreased the fair value of the investment securities and interest rate swaps. Total stockholders’ equity decreased $15.2 million due to repurchases of the Company’s common stock. Dividends declared on common stock, which also decreased total stockholders’ equity, were $18.7 million.

Results of Operations and Comparison for the Years Ended December 31, 2024 and 2023

General

Net income decreased $6.0 million, or 8.8%, during the year ended December 31, 2024, compared to the year ended December 31, 2023. Net income was $61.8 million for the year ended December 31, 2024 compared to $67.8 million for the year ended December 31, 2023. This decrease was primarily due to a decrease in net interest income of $4.1 million, or 2.1%, and an increase in provision for credit losses on loans and unfunded commitments of $5.8 million, partially offset by a decrease in provision for income taxes of $3.9 million, or 22.0%.

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Total Interest Income

Total interest income increased $27.9 million, or 9.4%, during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to a $25.2 million increase in interest income on loans and a $2.6 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to higher average rates of interest on loans and also due to higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2024 compared to the year ended December 31, 2023, due to higher average balances and average rates of interest on investment securities.

Interest Income – Loans

During the year ended December 31, 2024 compared to the year ended December 31, 2023, interest income on loans increased $20.2 million as the result of higher average interest rates on loans. The average yield on loans increased from 5.87% during the year ended December 31, 2023 to 6.30% during the year ended December 31, 2024. This increase was primarily due to the repricing of floating rate loans in 2024 as market interest rates increased and the origination of new fixed-rate loans at higher market interest rates. In addition, interest income on loans increased $5.0 million as a result of higher average loan balances, which increased from $4.63 billion during the year ended December 31, 2023, to $4.72 billion during the year ended December 31, 2024. Since the end of 2022, loan originations and net loan growth have been muted; however, some loan growth has come as a result of the funding of previously approved but unfunded balances on construction loans and a reduced level of loan repayments in 2024.

In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $400 million with a contractual termination date in October 2025. As previously disclosed by the Company, in March 2020, the Company and its swap counterparty mutually agreed to terminate this swap, effective immediately. The Company was paid $45.9 million, including accrued but unpaid interest, from its swap counterparty as a result of this termination. This $45.9 million, less the accrued to date interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income (AOCI) and is being accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has had the effect of reducing AOCI and increasing Net Interest Income and Retained Earnings over the periods. The Company recorded interest income related to the interest rate swap of $8.1 million in each of the years ended December 31, 2024 and December 31, 2023. After October 6, 2025, the Company will no longer have the benefit of that income from the terminated swap. In 2025, the Company anticipates recording approximately $2.0 million in interest income from the terminated swap in each of the first three quarterly periods, after which no further interest income will be realized. At December 31, 2024, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income ratably in 2025. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

In March 2022, the Company entered into another interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $300 million, with a contractual termination date of March 1, 2024. Under the terms of the swap, the Company received a fixed rate of interest of 1.6725% and paid a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement USD-SOFR rate once the USD-LIBOR rate ceased to be available). The floating rate was reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate exceeded one-month USD-LIBOR/SOFR, the Company received net interest settlements, which were recorded as loan interest income. If one-month USD-LIBOR/SOFR exceeded the fixed rate of interest, the Company paid net settlements to the counterparty and recorded those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to this swap transaction of $1.9 million in the year ended December 31, 2024, compared to a reduction of loan interest income related to this swap transaction of $10.4 million in the year ended December 31, 2023. As this interest rate swap reached its contractual termination date of March 1, 2024, there was no further interest income impact related to this swap after that date.

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In July 2022, the Company entered into two additional interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, the Company receives a fixed rate of interest of 2.628% and pays a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, the Company receives a fixed rate of interest of 5.725% and pays a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate resets monthly and net settlements of interest due to/from the counterparty also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company receives net interest settlements, which are recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company pays net settlements to the counterparty and records those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to these swap transactions of $10.4 million and $7.2 million in the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, the USD-Prime rate was 7.50% and the one-month USD-SOFR OIS rate was 4.52766%.

If market interest rates remain near their current levels, the Company’s interest rate swaps will continue to have a negative impact on net interest income.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $2.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. Interest income increased $1.5 million due to an increase in average interest rates from 2.91% during the year ended December 31, 2023 to 3.13% during the year ended December 31, 2024. At December 31, 2024, the investment portfolio did not include a material amount of adjustable rate securities. Interest income increased $1.0 million as a result of an increase in average balances from $685.5 million during the year ended December 31, 2023, to $719.6 million during the year ended December 31, 2024. Average balances and average rates of interest of securities increased primarily due to purchases in 2024 of agency multi-family mortgage-backed securities that have a fixed rate of interest with expected lives of four to ten years, which fits with the Company’s current asset/liability management strategies, partially offset by normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations.

Interest income on other interest-earning assets increased $80,000 in the year ended December 31, 2024 compared to the year ended December 31, 2023. Interest income increased $52,000 as a result of higher average interest rates from 5.04% during the year ended December 31, 2023, to 5.09% during the year ended December 31, 2024. Interest income increased $28,000 as a result of an increase in average balances from $98.0 million during the year ended December 31, 2023, to $98.6 million during the year ended December 31, 2024.

Total Interest Expense

Total interest expense increased $31.9 million, or 30.8%, during the year ended December 31, 2024, when compared with the year ended December 31, 2023, due to an increase in interest expense on deposits of $20.9 million, or 23.6%, an increase in interest expense on short-term borrowings of $10.7 million, or 143.0%, an increase in interest expense on securities sold under reverse repurchase agreements of $202,000, or 16.8%, and an increase in interest expense on subordinated debentures issued to capital trusts of $62,000, or 3.6%.

Interest Expense – Deposits

Interest expense on demand deposits increased $9.2 million due to an increase in average rates from 1.30% during the year ended December 31, 2023, to 1.71% during the year ended December 31, 2024. Interest rates paid on demand deposits were higher in 2024 due to significant increases in overall market rates in 2023. Market interest rates peaked in early 2024 and generally declined in the latter part of 2024, but not to the same degree as the increases that occurred in 2023. Interest on demand deposits increased $346,000 due to an increase in average balances from $2.20 billion in the year ended December 31, 2023, to $2.23 billion in the year ended December 31, 2024. The Company experienced decreased balances in certain types of NOW accounts, mostly offset by increases in money market accounts, which generally have higher rates of interest than NOW accounts.

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Interest expense on time deposits increased $7.5 million as a result of an increase in average rates of interest from 2.97% during the year ended December 31, 2023, to 3.93% during the year ended December 31, 2024. Partially offsetting this increase, interest expense on time deposits decreased $2.9 million due to a decrease in the average balance of time deposits from $991.2 million during the year ended December 31, 2023, to $866.5 million during the year ended December 31, 2024. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly, which is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a higher rate of interest due to increases in market interest rates throughout 2023 and targeted rate promotions during 2023 and 2024. Average time deposit interest rates continued to increase into mid-year 2024 and trended somewhat lower in the latter portion of 2024.

Interest expense on brokered deposits increased $6.0 million, due to an increase in average balances from $611.8 million during the year ended December 31, 2023 to $729.3 million during the year ended December 31, 2024. Interest expense on brokered deposits also increased $788,000 due to average rates of interest that increased from 5.02% in the year ended December 31, 2023 to 5.15% in the year ended December 31, 2024. Brokered deposits added during 2024 were at higher market rates than brokered deposits previously issued. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk.

The Company may use interest rate swaps from time to time to manage its interest rate risks from recorded financial liabilities, primarily brokered deposits. These interest rate swaps have allowed the Company to create funding of varying maturities at a variable rate that in the past has approximated three-month SOFR. In February 2023, the Company entered into five new interest rate swap transactions totaling $95.0 million. The Company elected to terminate these swaps in 2024, prior to their contractual termination date in February 2025. The Company received a net settlement payment from the swap counterparty totaling $26,500 upon termination. The Company did not utilize these types of interest rate swaps on brokered deposits in 2024 or 2022.

As of December 31, 2024, time deposit maturities (including brokered deposits) over the next 12 months were as follows: within three months -- $724.3 million with a weighted-average rate of 4.19%; within three to six months -- $306.1 million with a weighted-average rate of 3.86%; and within six to twelve months -- $155.6 million with a weighted-average rate of 3.34%. Based on time deposit market rates in February 2025, replacement rates for these maturing time deposits are likely to be approximately 3.50-4.00%.

Interest Expense – FHLBank Advances; Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2024 and 2023. FHLBank overnight borrowings were utilized in 2024 and 2023, and are included in short-term borrowings.

Interest expense on reverse repurchase agreements increased $288,000 due to an increase in average rates during the year ended December 31, 2024 when compared to the year ended December 31, 2023. The average rate of interest was 1.86% for the year ended December 31, 2024, compared to 1.47% during the year ended December 31, 2023. The average balance of repurchase agreements decreased $6.6 million from $82.2 million in the year ended December 31, 2023 to $75.6 million in the year ended December 31, 2024, which was due to changes in customers’ desire for this product, which can fluctuate.

Interest expense on short-term borrowings (including overnight borrowings from the FHLBank and BTFP borrowings from FRBSTL) and other interest-bearing liabilities increased $10.9 million due to an increase in average balances from $142.9 million during the year ended December 31, 2023, to $358.3 million during the year ended December 31, 2024, which was primarily due to changes in the Company’s funding needs for loans and investments and the mix of funding, which can fluctuate. Most of this increase was due to the increased utilization of overnight borrowings from the FHLBank and BTFP borrowings from FRBSTL. Partially offsetting this increase, interest expense on short-term borrowings, overnight FHLBank borrowings from the FHLBank and BTFP borrowings from FRBSTL and other interest-bearing liabilities decreased $226,000 due to average rates that decreased from 5.25% in the year ended December 31, 2023, to 5.09% in the year ended December 31, 2024. The decrease in the average rate of interest was primarily due to 2024 including the BTFP borrowing, which had a lower rate of interest at 4.83% than the FHLB overnight borrowings.

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During the year ended December 31, 2024, compared to the year ended December 31, 2023, interest expense on subordinated debentures issued to capital trusts increased $62,000 due to higher average interest rates. The average interest rate was 6.74% in 2023, compared to 6.98% in 2024. The subordinated debentures are variable-rate debentures. There was no change in the average balance of the subordinated debentures between 2023 and 2024.

In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, impacting the overall interest expense on the notes. There was no material change in interest expense on subordinated notes between 2023 and 2024.

Net Interest Income

Net interest income for the year ended December 31, 2024 decreased $4.1 million, or 2.1%, to $189.1 million, compared to $193.2 million for the year ended December 31, 2023. Net interest margin was 3.42% for the year ended December 31, 2024, compared to 3.57% for the year ended December 31, 2023, a decrease of 15 basis points. The Company experienced increases in interest income on both loans and investment securities and increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements.

The Company’s overall interest rate spread decreased 21 basis points, or 7.3%, from 2.97% during the year ended December 31, 2023, to 2.76% during the year ended December 31, 2024. The decrease was due to a 60 basis point increase in the weighted average rate paid on interest-bearing liabilities, partially offset by a 39 basis point increase in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans increased 43 basis points, the yield on investment securities increased 22 basis points and the yield on other interest-earning assets increased five basis points. The rate paid on deposits increased 54 basis points, the rate paid on short-term borrowings and other interest-bearing liabilities decreased 16 basis points, the rate paid on subordinated debentures issued to capital trusts increased 24 basis points and the rate paid on reverse repurchase agreements increased 39 basis points. Interest rates earned on loans and paid on deposits are affected by the mix of the loan and deposit portfolios, the stated maturity of loans and time deposits, the amount of fixed-rate and variable-rate loans and other repricing characteristics.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as changes in underwriting standards, portfolio mix, delinquency level or term, as well as for changes in economic conditions, including but not limited to, changes in the national unemployment rate, commercial real estate price index, consumer sentiment, gross domestic product (GDP) and construction spending.

Challenging or worsening economic conditions from higher inflation or interest rates, COVID-19 and subsequent variant outbreaks or similar events, global unrest or other factors may lead to increased losses in the portfolio and/or requirements for an increase in provision expense. Management maintains various controls in an attempt to identify and limit future losses, such as a watch list of problem loans and potential problem loans, documented loan administration policies and loan review staff to review the quality and anticipated collectability of the portfolio. Additional procedures provide for frequent management review of the loan portfolio based on loan size, loan type, delinquencies, financial analysis, ongoing correspondence with borrowers and problem loan workouts. Management determines which loans are non-homogeneous or collateral-dependent, evaluates risk of loss and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

During the year ended December 31, 2024, the Company recorded a provision expense of $1.7 million on its portfolio of outstanding loans, compared to a provision expense of $2.3 million for the year ended December 31, 2023. The Company experienced net charge offs of $1.6 million for the year ended December 31, 2024 compared to net charge offs of $1.1 million for the year ended December 31, 2023.

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The Company recorded a provision for losses on unfunded commitments of $1.0 million for the year ended December 31, 2024, compared to a negative provision of $5.3 million for the year ended December 31, 2023. The level of provisions for unfunded commitments is primarily related to the increases and decreases in the balance of unfunded commitments.

The Bank’s allowance for credit losses as a percentage of total loans was 1.36% and 1.39% at December 31, 2024 and 2023, respectively. Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at December 31, 2024, based on recent reviews of the Bank’s loan portfolio and current economic conditions. If challenging economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional credit loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.

Non-performing Assets

As a result of changes in loan portfolio composition, changes in economic and market conditions and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.

Non-performing assets at December 31, 2024, were $9.6 million, a decrease of $2.2 million from $11.8 million at December 31, 2023. Non-performing assets as a percentage of total assets were 0.16% at December 31, 2024, compared to 0.20% at December 31, 2023.

Compared to December 31, 2023, non-performing loans decreased $8.1 million to $3.6 million at December 31, 2024, and foreclosed assets increased $6.0 million, to $6.0 million at December 31, 2024. The majority of the decrease in non-performing loans was in the non-performing commercial real estate loans category, which decreased $10.5 million from December 31, 2023, primarily due to one loan relationship, totaling $6.0 million, being transferred from non-performing loans to foreclosed assets held for sale in 2024. Additionally, non-performing commercial real estate loans also decreased in 2024 due to payments on such loans of $3.7 million. One other residential (multi-family) loan relationship, totaling $9.3 million, was added to non-performing loans, then transferred from non-performing loans to foreclosed assets held for sale and sold for a gain, all during 2024.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2024, was as follows:

Transfers toTransfers to
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development384553(133)(101)(239)464
Commercial construction
One- to four-family residential7222,770(673)(188)2,631
Other residential (multi-family)9,572(9,279)(293)
Commercial real estate10,552859(6,189)(1,433)(3,712)77
Commercial business31384(31)384
Consumer59130(103)(69)17
Total non-performing loans$11,748$14,268$(673)$$(15,601)$(1,668)$(4,501)$3,573

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At December 31, 2024, the non-performing one-to four-family residential category included seven loans, six of which were added during 2024. The largest relationship in this category, totaling $2.1 million and which was added during 2024, is collateralized by three rental duplexes, a one-to four-family residential property and a condominium unit. The non-performing land development category consisted of one loan, added in 2024, which totaled $464,000 and is collateralized by improved commercial land in the Omaha, Nebraska area. The non-performing commercial business category consisted of two loans, both of which were added during 2024. The non-performing commercial real estate category consisted of two loans, one of which was added during 2024. During 2024, a single commercial real estate loan totaling $6.0 million which had been collateralized by an office building in Clayton, Missouri was transferred from the non-performing commercial real estate category to foreclosed assets. Prior to the transfer in 2024, the Company collected payments of $1.1 million and charged down the loan balance by $1.2 million. Another relationship in the commercial real estate category totaling $2.4 million at December 31, 2023, was collected in full during 2024. During 2024, one loan of $9.6 million (discussed above), collateralized by a student housing project in Texas, was added to the other residential (multi-family) category. The Company collected payments of $293,000 and subsequently transferred this non-performing loan to foreclosed assets, after which the collateral was sold for a $300,000 gain.

Other Real Estate Owned and Repossessions. All of the total $6.0 million of other real estate owned and repossessions at December 31, 2024 were acquired through foreclosure.

Activity in foreclosed assets and repossessions during the year ended December 31, 2024, was as follows:

BeginningEnding
Balance,CapitalizedBalance,
January 1AdditionsSalesCostsWrite-DownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development133(133)
Commercial construction
One- to four-family residential
Other residential (multi-family)9,279(9,279)
Commercial real estate6,189(229)5,960
Commercial business
Consumer23151(141)33
Total foreclosed assets and repossessions$23$15,752$(9,782)$$$5,993

At December 31, 2024, the commercial real estate category of foreclosed assets consisted of one office building located in Clayton, Missouri that previously collateralized a $6.0 million loan that was transferred from non-performing loans during 2024 as described above in the discussion of non-performing loans. The other residential (multi-family) category of foreclosed assets previously included one property consisting of a student housing project in Texas, which was added and sold during 2024 as described previously in the discussion of non-performing loans. Upon the sale of this asset, the Company realized a gain of $300,000. The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

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Potential Problem Loans. Potential problem loans decreased $312,000 during the year ended December 31, 2024, from $7.4 million at December 31, 2023 to $7.1 million at December 31, 2024. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with the current repayment terms. These loans are not reflected in non-performing assets.

Activity in the potential problem loans category during the year ended December 31, 2024, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfersForeclosedEnding
Balance,to PotentialPotentialto Non-Assets andBalance,
January 1ProblemProblemPerformingRepossessionsCharge-OffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential1581,234(83)(33)(74)1,202
Other residential (multi-family)7,162(7,162)
Commercial real estate4,358(27)4,331
Commercial business213(213)
Consumer541,705(121)(4)(67)(38)1,529
Total potential problem loans$7,374$7,510$(204)$(33)$(4)$(67)$(7,514)$7,062

At December 31, 2024, the commercial real estate category of potential problem loans included three loans totaling $4.3 million, all of which are part of one relationship and were added in 2024. This relationship is collateralized by three nursing care facilities located in southwest Missouri. The borrower’s business cash flow was negatively impacted by a reduction in labor participation and increased operating costs as well as ongoing changes to the Missouri Medicaid reimbursement rate. Monthly payments were timely made prior to the transfer to this category and have continued to be paid timely. At December 31, 2024, the one- to four-family residential category of potential problem loans included 11 loans, 10 of which were added during 2024. The largest relationship in this category totaled $234,000, or 19.5% of the total category. The consumer category includes one home equity loan totaling $748,000 related to the nursing care facility relationship noted above. Another home equity loan totaling $642,000 is associated with the largest one- to four-family residential relationship described above in the non-performing loans discussion. The decrease in the other residential (multi-family) category of potential problem loans included the payment in full during 2024 of one $7.2 million loan relationship that was collateralized by an apartment and retail project in Oklahoma. This was the only loan relationship in the category.

Loans Categorized as “Watch” and “Special Mention”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Multiple loan reviews take place on a continuous basis by credit risk and lending management. Reviews are focused on financial performance, occupancy trends, delinquency status, covenant compliance, collateral support, economic considerations and various other factors. Loans classified as “Watch” are being monitored due to indications of potential weaknesses or deficiencies that may require future reclassification as special mention or substandard. Loans classified as “Watch” increased $7.6 million, from $8.3 million at December 31, 2023 to $15.9 million at December 31, 2024, due to the addition of ten loans totaling $11.3 million, partially offset by payoffs of $1.6 million and loans totaling $1.4 million being downgraded during 2024. While loans classified as “Special Mention” are not adversely classified, they are deserving of management’s close attention to ensure repayment prospects or the credit position of the assets does not deteriorate and expose the institution to elevated risk to warrant adverse classification at a future date. In the year ended December 31, 2024, loans classified as “Special Mention” decreased $25.2 million, from $26.7 million at December 31, 2023 to $1.5 million at December 31, 2024. The $1.5 million balance consisted of two relationships which were added in 2024. Two loan relationships totaling $7.2 million were upgraded to “Watch” and two loan relationships totaling $14.3 million were downgraded to “Substandard.” In addition, there were payments collected on loans categorized as “Watch” totaling $5.1 million in 2024. See Note 3 for further discussion of the Company’s loan grading system.

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Non-Interest Income

Non-interest income for the year ended December 31, 2024 was $30.6 million compared to $30.1 million for the year ended December 31, 2023. The increase of $492,000, or 1.6%, was primarily as a result of the following items:

Other income: Other income increased $2.2 million compared to the prior year. In 2024, the Company recorded $2.7 million of other income, net of expenses and write-offs, related to the termination of the Master Agreement between the Company and a third-party software vendor for the conversion of the Company’s core banking platform. This amount represented the elimination of certain deferred credits and other liabilities, along with the write-off of certain capitalized hardware, software and other assets, that previously had been recorded as part of the preparation to convert to the intended new core-banking platform. For additional information, see Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Initiatives.”

Net gains on loan sales: Net gains on loan sales increased $1.4 million compared to the prior year. The increase was partially due to an increase in balance of fixed-rate single-family mortgage loans sold during 2024 compared to 2023. The Company also realized higher premiums on the sale of loans in 2024, as market interest rates were more stable when compared to the prior year.

Overdraft and insufficient funds fees: Overdraft and insufficient funds fees decreased $2.5 million compared to the prior year. This decrease was primarily due to the continuation of a multi-year trend whereby our customers are choosing to forego authorizing payments of certain items which exceed their account balances, resulting in fewer overdrafts in checking accounts and related fees.

Point-of-sale and ATM fees: Point-of-sale and ATM fees decreased $760,000 compared to the prior year. This decrease was primarily due to a portion of these transactions now being routed through channels with lower fees to the Company, which is expected to continue in future periods, and certain increases in related processing costs during the transition to a new debit card processor.

Non-Interest Expense

Total non-interest expense increased $472,000, or 0.3%, from $141.0 million in the year ended December 31, 2023, to $141.5 million in the year ended December 31, 2024. The Company’s efficiency ratio for the year ended December 31, 2024 was 64.40%, compared to 63.16% for 2023. The Company’s ratio of non-interest expense to average assets was 2.40% for the year ended December 31, 2024 compared to 2.47% for the year ended December 31, 2023. Average assets for the year ended December 31, 2024, increased $167.0 million, or 2.9%, from the year ended December 31, 2023, primarily due to increases in average net loans receivable.

The following were significant items related to the increase in non-interest expense for the year ended December 31, 2024 as compared to the year ended December 31, 2023:

Other operating expenses: Other operating expenses increased $1.7 million from the prior year. In 2024, the Company expensed $2.0 million due to developments related to a litigation/contract dispute matter. For additional information, see Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Initiatives.”

Net occupancy and equipment expense: Net occupancy expenses increased $1.3 million from the prior year. Various components of computer license and support expenses collectively increased by $1.4 million in 2024 compared to 2023.

Legal, audit and other professional fees: Legal, audit and other professional fees decreased $1.7 million from the prior year, to $5.4 million. In 2023, the Company expensed a total of $4.1 million related to training and implementation costs for the intended core systems conversion and professional fees to consultants engaged to support the Company’s proposed transition of core and ancillary software and information technology systems, compared to $2.0 million expensed in 2024.

Expense on other real estate owned: Expense on other real estate owned decreased $615,000 when compared to 2023, to income of $304,000 in 2024. In 2024, the Company recorded a gain on foreclosed asset sales of $495,000 compared to a $39,000 loss in 2023.

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Provision for Income Taxes

For the years ended December 31, 2024 and 2023, the Company’s effective tax rate was 18.1% and 20.6%, respectively. These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate. The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits, the level of tax-exempt investments and loans, the amount of taxable income in various state jurisdictions and the overall level of pre-tax income. State tax expense estimates continually evolve as taxable income and apportionment between states are analyzed. The Company currently expects its effective tax rate (combined federal and state) will be approximately 18.0% to 20.0% in future periods, primarily due to additional investment tax credits being utilized beginning in 2024.

Average Balances, Interest Rates and Yields

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of nonaccrual loans for each period. Interest income on loans includes interest received on nonaccrual loans on a cash basis. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Net fees included in interest income were $4.6 million, $5.7 million and $6.3 million for 2024, 2023 and 2022, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.

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Dec. 31,Year EndedYear EndedYear Ended
2024December 31, 2024December 31, 2023December 31, 2022
Yield/AverageYield/AverageYield/AverageYield/
RateBalanceInterestRateBalanceInterestRateBalanceInterestRate
(Dollars In Thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential4.15%$866,735$34,8414.02%$905,102$33,6933.72%$811,896$27,8533.43%
Other residential6.911,213,72988,3647.28822,95556,2746.84837,58243,1745.15
Commercial real estate6.081,514,01294,0946.211,493,13087,6705.871,551,54173,1644.72
Construction6.94694,72452,8417.61908,55865,9997.26679,52437,3705.50
Commercial business5.76244,41915,8006.46308,04918,3105.94292,82514,6154.99
Other loans6.06171,19310,3926.07181,6499,1255.02199,3368,8644.45
Industrial revenue bonds (1)5.9511,7218447.2012,4138817.1013,3387115.33
Total loans receivable6.084,716,533297,1766.304,631,856271,9525.874,386,042205,7514.69
Investment securities (1)3.07719,55322,5013.13685,49619,9422.91675,57119,1702.84
Interest-earning deposits in other banks4.3698,5945,0215.0998,0494,9415.04195,8172,0561.05
Total interest-earning assets5.685,534,680324,6985.875,415,401296,8355.485,257,430226,9774.32
Non-interest-earning assets:
Cash and cash equivalents96,68790,88196,353
Other non-earning assets254,847212,914166,007
Total assets$5,886,214$5,719,196$5,519,790
Interest-bearing liabilities:
Interest-bearing demand and savings1.39$2,228,61438,1401.71$2,202,24228,5791.30$2,322,9155,9680.26
Time deposits3.62866,45634,0313.93991,20229,4592.97890,5078,5460.96
Brokered deposits4.61729,26837,5345.15611,82130,7195.02252,2816,1622.44
Total deposits2.513,824,338109,7052.873,805,26588,7572.333,465,70320,6760.60
Securities sold under reverse repurchase agreements1.3875,5751,4071.8682,2181,2051.47132,5953240.24
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities4.69358,26218,2225.09142,8667,5005.2548,5301,0662.20
Subordinated debentures issued to capital trust6.4325,7741,7986.9825,7741,7366.7425,7748753.40
Subordinated notes5.9074,7344,4235.9274,4304,4225.9474,1314,4225.97
Total interest-bearing liabilities2.824,358,683135,5553.114,130,553103,6202.513,746,73327,3630.73
Non-interest-bearing liabilities:
Demand deposits857,322949,0451,141,660
Other liabilities84,24988,67866,224
Total liabilities5,300,2545,168,2764,954,617
Stockholders’ equity585,960550,920565,173
Total liabilities and stockholders’ equity$5,886,214$5,719,196$5,519,790
Net interest income:
Interest rate spread2.86%$189,1432.76%$193,2152.97%$199,6143.59%
Net interest margin*3.42%3.57%3.80%
Average interest-earning assets to average interest- bearing liabilities127.0%131.1%140.3%

*Defined as the Company’s net interest income divided by total interest-earning assets.

Column 1Column 2
(1)Of the total average balance of investment securities, average tax-exempt investment securities were $56.9 million, $56.0 million and $54.0 million for 2024, 2023 and 2022, respectively. In addition, average tax-exempt industrial revenue bonds were $10.6 million, $13.9 million and $16.4 million in 2024, 2023 and 2022, respectively. Interest income on tax-exempt assets included in this table was $2.2 million, $2.4 million and $2.2 million for 2024, 2023 and 2022, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $1.8 million, $2.1 million and $2.1 million for 2024, 2023 and 2022, respectively.

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.

Year EndedYear Ended
December 31, 2024 vs.December 31, 2023 vs.
December 31, 2023December 31, 2022
Increase (Decrease)TotalIncrease (Decrease)Total
Due toIncreaseDue toIncrease
RateVolume(Decrease)RateVolume(Decrease)
(In Thousands)
Interest-earning assets:
Loans receivable$20,180$5,044$25,224$54,141$12,060$66,201
Investment securities1,5391,0202,559488284772
Interest-earning deposits in other banks5228803,321(436)2,885
Total interest-earning assets21,7716,09227,86357,95011,90869,858
Interest-bearing liabilities:
Demand deposits9,2153469,56122,904(293)22,611
Time deposits7,513(2,941)4,57219,8431,07020,913
Brokered Deposits7886,0276,81510,44914,10824,557
Total deposits17,5163,43220,94853,19614,88568,081
Securities sold under reverse repurchase agreements288(86)202953(72)881
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities(226)10,94810,7222,6843,7506,434
Subordinated debentures issued to capital trust6262861861
Subordinated notes(13)141(18)18
Total interest-bearing liabilities17,62714,30831,93557,67618,58176,257
Net interest income$4,144$(8,216)$(4,072)$274$(6,673)$(6,399)

Results of Operations and Comparison for the Years Ended December 31, 2023 and 2022

General

Net income decreased $8.1 million, or 10.7%, during the year ended December 31, 2023, compared to the year ended December 31, 2022. Net income was $67.8 million for the year ended December 31, 2023 compared to $75.9 million for the year ended December 31, 2022. This decrease was primarily due to an increase in non-interest expense of $7.7 million, or 5.7%, a decrease in net interest income of $6.4 million, or 3.2%, and a decrease in non-interest income of $4.1 million, or 11.9%, partially offset by a decrease in provision for credit losses on loans and unfunded commitments of $9.3 million, and a decrease in provision for income taxes of $710,000, or 3.9%.

Total Interest Income

Total interest income increased $69.9 million, or 30.8%, during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due to a $66.2 million increase in interest income on loans and a $3.7 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to higher average rates of interest on loans and higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2023 compared to the year ended December 31, 2022, due to higher average balances of investment securities combined with higher average rates of interest on investment securities and other interest-earning assets, partially offset by a decrease in the average balance on other interest-earning assets.

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Interest Income – Loans

During the year ended December 31, 2023 compared to the year ended December 31, 2022, interest income on loans increased $54.1 million as the result of higher average interest rates on loans. The average yield on loans increased from 4.69% during the year ended December 31, 2022 to 5.87% during the year ended December 31, 2023. This increase was primarily due to the repricing of floating rate loans in 2023 as market interest rates increased significantly and the origination of new fixed-rate loans at higher market interest rates. In addition, interest income on loans increased $12.1 million as a result of higher average loan balances, which increased from $4.39 billion during the year ended December 31, 2022, to $4.63 billion during the year ended December 31, 2023. The Company continued to originate loans at a pace similar to prior periods through the end of 2022, and overall loan repayments slowed in 2022 and 2023 compared to the level of repayments in 2021. During 2023, loan originations and net loan growth were muted; however, some loan growth occurred in 2023 as a result of the funding of previously approved but unfunded balances on construction loans and the slowed loan repayments in 2023.

Described above, in the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, is an interest rate swap with a notional amount of $400 million that was previously terminated. The Company recorded interest income related to this interest rate swap of $8.1 million in each of the years ended December 31, 2023 and December 31, 2022.

Also described above, in the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, is an interest rate swap with a notional amount of $300 million that contractually terminated on March 1, 2024. The Company recorded a reduction of loan interest income related to this swap transaction of $10.4 million in the year ended December 31, 2023, compared to a reduction of loan interest income related to this swap transaction of $941,000 in the year ended December 31, 2022.

In addition, described above, in the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, are two additional interest rate swap transactions, each with a notional amount of $200 million, an effective date of May 1, 2023 and a termination date of May 1, 2028. The Company recorded a reduction of loan interest income related to these swap transactions of $7.2 million in the year ended December 31, 2023.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $772,000 in the year ended December 31, 2023 compared to the year ended December 31, 2022. Interest income increased $488,000 due to an increase in average interest rates from 2.84% during the year ended December 31, 2022 to 2.91% during the year ended December 31, 2023. At December 31, 2023, the investment portfolio did not include a material amount of adjustable rate securities. Interest income increased $284,000 as a result of an increase in average balances from $675.6 million during the year ended December 31, 2022, to $685.5 million during the year ended December 31, 2023. Average balances of securities increased primarily due to purchases of agency multi-family mortgage-backed securities that have a fixed rate of interest with expected lives of four to ten years, which fits with the Company’s current asset/liability management strategies, partially offset by normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations.

Interest income on other interest-earning assets increased $2.9 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. Interest income increased $3.3 million as a result of higher average interest rates from 1.05% during the year ended December 31, 2022, to 5.04% during the year ended December 31, 2023. Partially offsetting that increase, interest income decreased $436,000 as a result of a decrease in average balances from $195.8 million during the year ended December 31, 2022, to $98.0 million during the year ended December 31, 2023. The increase in average interest rates was due to the increase in the rate paid on funds held at the Federal Reserve Bank. This rate was increased multiple times in 2022 and 2023 in conjunction with the increase in the Federal Funds target interest rate. The decrease in average balances was due to utilization of these funds in loan originations and securities purchases.

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Total Interest Expense

Total interest expense increased $76.3 million, or 278.7%, during the year ended December 31, 2023, when compared with the year ended December 31, 2022, due to an increase in interest expense on deposits of $68.1 million, or 329.3%, an increase in interest expense on short-term borrowings of $6.4 million, or 603.6%, an increase in interest expense on securities sold under reverse repurchase agreements of $881,000, or 271.9%, and an increase in interest expense on subordinated debentures issued to capital trusts of $861,000, or 98.4%.

Interest Expense – Deposits

Interest expense on demand deposits increased $22.9 million due to an increase in average rates from 0.26% during the year ended December 31, 2022, to 1.30% during the year ended December 31, 2023. Interest rates paid on demand deposits were higher in 2023 due to significant increases in overall market rates in the latter half of 2022 and all of 2023. Partially offsetting that increase, interest on demand deposits decreased $293,000 due to a decrease in average balances from $2.32 billion in the year ended December 31, 2022, to $2.20 billion in the year ended December 31, 2023. The Company also experienced decreased balances in certain types of NOW accounts and IntraFi Network Reciprocal Deposits, mostly offset by increases in money market accounts, which generally have higher rates of interest than NOW accounts.

Interest expense on time deposits increased $19.8 million as a result of an increase in average rates of interest from 0.96% during the year ended December 31, 2022, to 2.97% during the year ended December 31, 2023. Interest expense on time deposits increased $1.1 million due to an increase in the average balance of time deposits from $890.5 million during the year ended December 31, 2022, to $991.2 million during the year ended December 31, 2023. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a higher rate of interest due to increases in market interest rates in the latter half of 2022 and throughout 2023 and targeted rate promotions during 2023.

Interest expense on brokered deposits increased $14.1 million, due to an increase in average balances from $252.3 million during the year ended December 31, 2022 to $611.8 million during the year ended December 31, 2023. Interest expense on brokered deposits also increased $10.4 million due to average rates of interest that increased from 2.44% in the year ended December 31, 2022 to 5.02% in the year ended December 31, 2023. Brokered deposits added during 2023 were at higher market rates than brokered deposits previously issued. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk.

At December 31, 2023, the Company had $95.0 million in interest rate swaps on brokered deposits, which were accounted for as fair value hedges. Subsequent to December 31, 2023, the Company elected to terminate these swaps prior to their contractual termination date in 2025. The Company received a net settlement payment from the swap counterparty totaling $26,500 upon termination. The Company did not utilize these types of interest rate swaps on brokered deposits in 2022.

The Company’s net interest income was negatively impacted in 2023 by the high level of competition for deposits due to asset growth across the industry and the lingering effects of liquidity events at several banks in March 2023. The Company also had a substantial amount of time deposits maturing at relatively low rates in the second quarter of 2023, and these time deposits either renewed at higher rates or left the Company, in turn requiring their replacement with other funding sources at then-current, higher market rates. In addition, sporadically throughout 2023, the Company experienced a higher-than-normal reduction in balances of non-interest-bearing deposits. Customer balances in both non-interest-bearing checking and interest-bearing checking accounts fluctuated during the year ended December 31, 2023. As market interest rates for certain checking account types and time deposit accounts have increased, some customers have chosen to reallocate funds into higher-rate accounts.

Interest Expense - FHLBank Advances, Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2023 and 2022. FHLBank overnight borrowings were utilized in 2023 and 2022.

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Interest expense on reverse repurchase agreements increased $953,000 due to an increase in average rates during the year ended December 31, 2023 when compared to the year ended December 31, 2022. The average rate of interest was 1.47% for the year ended December 31, 2023, compared to 0.24% during the year ended December 31, 2022. The average balance of repurchase agreements decreased $50.4 million from $132.6 million in the year ended December 31, 2022 to $82.2 million in the year ended December 31, 2023, which was due to changes in customers’ desire for this product, which can fluctuate.

Interest expense on short-term borrowings (including overnight borrowings from the FHLBank) and other interest-bearing liabilities increased $3.8 million due to an increase in average balances from $48.5 million during the year ended December 31, 2022, to $142.9 million during the year ended December 31, 2023, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate. Most of this increase was due to the increased utilization of overnight borrowings from the FHLBank. In addition to this increase, interest expense on short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities increased $2.7 million due to average rates that increased from 2.20% in the year ended December 31, 2022, to 5.25% in the year ended December 31, 2023. Short-term market interest rates increased sharply in the latter half of 2022 and throughout 2023.

During the year ended December 31, 2023, compared to the year ended December 31, 2022, interest expense on subordinated debentures issued to capital trusts increased $861,000 due to higher average interest rates. The average interest rate was 3.40% in 2022, compared to 6.74% in 2023. The subordinated debentures are variable-rate debentures, as stated above. There was no change in the average balance of the subordinated debentures between 2022 and 2023.

In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, impacting the overall interest expense on the notes. There was no material change in interest expense on subordinated notes between 2022 and 2023.

Net Interest Income

Net interest income for the year ended December 31, 2023 decreased $6.4 million, or 3.2%, to $193.2 million, compared to $199.6 million for the year ended December 31, 2022. Net interest margin was 3.57% for the year ended December 31, 2023, compared to 3.80% for the year ended December 31, 2022, a decrease of 23 basis points. The Company experienced increases in interest income on both loans and investment securities and increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements.

The Company’s overall interest rate spread decreased 62 basis points, or 17.1%, from 3.59% during the year ended December 31, 2022, to 2.97% during the year ended December 31, 2023. The decrease was due to a 178 basis point increase in the weighted average rate paid on interest-bearing liabilities, partially offset by a 116 basis point increase in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans increased 118 basis points, the yield on investment securities increased 7 basis points and the yield on other interest-earning assets increased 399 basis points. The rate paid on deposits increased 173 basis points, the rate paid on short-term borrowings and other interest-bearing liabilities increased 305 basis points, the rate paid on subordinated debentures issued to capital trusts increased 334 basis points and the rate paid on reverse repurchase agreements increased 123 basis points. Interest rates earned on loans and paid on deposits are affected by the mix of the loan and deposit portfolios, the stated maturity of loans and time deposits, the amount of fixed-rate and variable-rate loans and other repricing characteristics. Throughout 2022, competition for deposits was not as intense and market rates on deposits moved higher at a slower pace. In 2023, overall competition for deposits intensified as a few banks experienced significant liquidity issues in March 2023 and market rates moved higher more rapidly. Also, as market interest rates moved higher, some deposit holders chose to move funds into non-deposit investment products.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

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Provision for and Allowance for Credit Losses

During the year ended December 31, 2023, the Company recorded a provision expense of $2.3 million on its portfolio of outstanding loans, compared to a provision expense of $3.0 million for the year ended December 31, 2022. The Company experienced net charge offs of $1.1 million for the year ended December 31, 2023 compared to net charge offs of $274,000 for the year ended December 31, 2022. The Company recorded a negative provision for losses on unfunded commitments of $5.3 million for the year ended December 31, 2023, compared to provision expense of $3.2 million for the year ended December 31, 2022. General market conditions and unique circumstances related to specific industries and individual projects contribute to the level of provisions and charge-offs.

The Bank’s allowance for credit losses as a percentage of total loans was 1.39% at both December 31, 2023 and 2022.

Non-performing Assets

Non-performing assets at December 31, 2023, were $11.8 million, an increase of $8.1 million from $3.7 million at December 31, 2022. Non-performing assets as a percentage of total assets were 0.20% at December 31, 2023, compared to 0.07% at December 31, 2022.

Compared to December 31, 2022, non-performing loans increased $8.1 million to $11.7 million at December 31, 2023, and foreclosed assets decreased $27,000, to $23,000 at December 31, 2023. The majority of the increase in non-performing loans was in the non-performing commercial real estate loans category, which increased $9.0 million from December 31, 2022, primarily due to one loan relationship being added to the category in 2023.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2023, was as follows:

Transfers toTransfers to
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development384384
Commercial construction
One- to four-family residential722716(21)(31)(664)722
Other residential
Commercial real estate1,57910,991(2,018)10,552
Commercial business58647(602)31
Consumer399204(11)(123)(410)59
Total non-performing loans$3,670$11,958$(11)$$(21)$(154)$(3,694)$11,748
FDIC-assisted acquired loans included above$428$2,298$$$(21)$(31)$(412)$2,262

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At December 31, 2023, the non-performing commercial real estate category included four loans, two of which were added during the year ended December 31, 2023. The largest relationship in this category, which totaled $8.1 million, or 76.4% of the total category, was added to non-performing loans during the three months ended June 30, 2023 and was collateralized by an office building in Missouri. The loan was classified due to a decline in occupancy resulting in a stressed cash flow. In 2023, occupancy improved somewhat and lease income from the building continued, and the Company received some principal paydowns from the borrower. Another significant relationship was added to the commercial real estate category in the three months ended December 31, 2023. This relationship totaled $2.2 million and was collateralized by an assisted living facility in Wisconsin. The non-performing one- to four-family residential category included three loans. The largest relationship in this category, which was added during 2023 and was collateralized by a single-family home in the Kansas City metro area, totaled $543,000, or 75.2% of the total category. The non-performing land development category consisted of one loan added in 2021, which totaled $384,000 and was collateralized by unimproved zoned vacant ground in southern Illinois. The non-performing commercial business category consisted of two loans that totaled $31,000 to a single borrower, both of which were added during 2023. The non-performing consumer category included six loans, three of which were added during 2023.

Other Real Estate Owned and Repossessions. All of the total $23,000 of other real estate owned and repossessions at December 31, 2023 were acquired through foreclosure.

Activity in foreclosed assets and repossessions during the year ended December 31, 2023, was as follows:

BeginningEnding
Balance,CapitalizedWrite-Balance,
January 1AdditionsSalesCostsDownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential21(21)
Other residential
Commercial real estate
Commercial business
Consumer5088(115)23
Total foreclosed assets and repossessions$50$109$(136)$$$23
FDIC-assisted acquired assets included above$$21$(21)$$$

The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans increased $5.8 million during the year ended December 31, 2023, from $1.6 million at December 31, 2022 to $7.4 million at December 31, 2023.

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Activity in the potential problem loans category during the year ended December 31, 2023, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfers toForeclosedEnding
Balance,to PotentialPotentialNon-Assets andCharge-Balance,
January 1ProblemProblemPerformingRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential1,348167(1,016)(105)(236)158
Other residential7,1627,162
Commercial real estate
Commercial business
Consumer23060(143)(6)(5)(15)(67)54
Total potential problem loans$1,578$7,389$(1,159)$(111)$(5)$(15)$(303)$7,374
FDIC-assisted acquired loans included above$743$$(639)$$$$(4)$100

At December 31, 2023, the other residential (multi-family) category of potential problem loans included one loan, which totaled $7.2 million, and was added in 2023. This loan was collateralized by an apartment and retail project in Oklahoma City, OK. This loan was added to potential problems loans due to a decline in occupancy resulting in a stressed cash flow. At December 31, 2023, the one- to four-family residential category of potential problem loans included two loans. The largest relationship in this category totaled $99,000, or 62.5% of the total category. The consumer category of potential problem loans included six loans.

Loans Categorized as “Watch” and “Special Mention”

Loans classified as “Watch” decreased $20.4 million, from $28.7 million at December 31, 2022 to $8.3 million at December 31, 2023, primarily due to the combination of one large loan being upgraded to “Satisfactory,” one unrelated large loan being downgraded to “Substandard” and added to non-performing loans, and one unrelated loan being downgraded to “Special Mention.” While loans classified as “Special Mention” are not adversely classified, they are deserving of management’s close attention to ensure repayment prospects or the credit position of the assets does not deteriorate and expose the institution to elevated risk to warrant adverse classification at a future date. In the year ended December 31, 2023, loans classified as “Special Mention” increased $26.7 million as four loan relationships were downgraded from “Satisfactory.” The largest relationship consisted of four commercial business loans totaling $9.9 million at December 31, 2023 and were secured by business assets, equipment, accounts receivable and real estate. The relationship was added to the “Special Mention” category during 2023 due to stressed cash flow associated with business expansion. At December 31, 2023, a $9.6 million relationship was included in the “Special Mention” category. The balance represented a participation in a loan collateralized by a student housing project in Texas. The Company was not the lead lender for this relationship. The project suffered from rising debt service requirements and a decline in occupancy. A relationship totaling $4.4 million at December 31, 2023 was added to the “Special Mention” category in 2023. This relationship was collateralized by three assisted care facilities located in southwest Missouri. Business cash flow was negatively impacted by a labor shortage and a decrease in Medicaid reimbursement during 2022-2023. Monthly payments continue to amortize the loan balance. See Note 3 for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2023 was $30.1 million compared to $34.1 million for the year ended December 31, 2022. The decrease of $4.0 million, or 11.9%, was primarily as a result of the following items:

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Point-of-sale and ATM fees: Point-of-sale and ATM fees decreased $1.4 million compared to the prior year. This decrease was primarily due to a portion of these transactions now being routed through channels with lower fees to the Company, which is expected to continue in future periods, and certain increases in related processing costs during the transition to a new debit card processor.

Other income: Other income decreased $1.2 million compared to the prior year. In 2022, a gain of $1.1 million was recognized on sales of fixed assets, with no similar transactions occurring in the current year.

Gain (loss) on derivative interest rate products: In 2023, the Company recognized a loss of $337,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans and the change in fair value on interest rate swaps related to brokered time deposits. In 2022, the Company recognized a gain of $321,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans.

Non-Interest Expense

Total non-interest expense increased $7.6 million, or 5.7%, from $133.4 million in the year ended December 31, 2022, to $141.0 million in the year ended December 31, 2023. The Company’s efficiency ratio for the year ended December 31, 2023 was 63.16%, compared to 57.05% for 2022. In the year ended December 31, 2023, the change in the efficiency ratio was primarily due to an increase in non-interest expense, and decreases non-interest income and net interest income. The Company’s ratio of non-interest expense to average assets was 2.47% for the year ended December 31, 2023 compared to 2.42% for the year ended December 31, 2022. Average assets for the year ended December 31, 2023, increased $199.4 million, or 3.6%, from the year ended December 31, 2022, primarily due to increases in average net loans receivable.

The following were key items related to the increase in non-interest expense for the year ended December 31, 2023 as compared to the year ended December 31, 2022:

Salaries and employee benefits: Salaries and employee benefits increased $3.2 million from the prior year. A portion of this increase related to normal annual merit increases in various lending and operations areas. In 2023, some of these increases were larger than in previous years due to the current employment environment. Also, in the fourth quarter of 2023, the Company recorded expense totaling $441,000 related to discretionary bonuses awarded to various associates who have been involved significantly in the software and systems transition. In addition, compensation costs related to originated loans that are deferred under accounting rules decreased by $1.3 million in 2023 compared to 2022 (resulting in higher expense in 2023), as the volume of loans originated in 2023 decreased substantially compared to 2022.

Net occupancy expenses: Net occupancy expenses increased $2.4 million from the prior year. Various components of computer license and support expenses increased by $1.4 million in 2023 compared to 2022. In addition, various repairs and maintenance expenses increased by $252,000 in 2023 compared to 2022.

Insurance: Insurance expense increased $1.3 million from the prior year. The increase was primarily due to previously announced increases in deposit insurance rates for the FDIC’s Deposit Insurance Fund.

Legal, Audit and Other Professional Fees: Legal, audit and other professional fees increased $756,000 from the prior year, to $7.1 million. In 2023, the Company expensed a total of $4.0 million, primarily related to training and implementation costs for the upcoming core systems conversion and professional fees to consultants engaged to support the Company’s transition of core and ancillary software and information technology systems, compared to $3.1 million expensed in 2022. In addition, in 2022, the Company expensed $372,000 in fees related to the interest rate swaps initiated in July 2022, which was not repeated in 2023.

Provision for Income Taxes

For the years ended December 31, 2023 and 2022, the Company’s effective tax rate was 20.6% and 19.4%, respectively. These effective rates were near or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.

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Liquidity

Liquidity is a measure of the Company’s ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company’s ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its borrowers’ credit needs. At December 31, 2024, the Company had commitments of approximately $48.9 million to fund loan originations, $1.20 billion of unused lines of credit and unadvanced loans, and $16.8 million of outstanding letters of credit.

Loan commitments and the unfunded portion of loans at the dates indicated were as follows (in thousands):

December 31,December 31,December 31,December 31,December 31,
20242023202220212020
Closed non-construction loans with unused available lines
Secured by real estate (one- to four-family)$205,599$203,964$199,182$175,682$164,480
Secured by real estate (not one- to four-family)23,75222,273
Not secured by real estate - commercial business106,62182,435104,45291,78677,411
Closed construction loans with unused available lines
Secured by real estate (one-to four-family)94,501101,545100,66974,50142,162
Secured by real estate (not one-to four-family)703,947719,0391,444,4501,092,029823,106
Loan commitments not closed
Secured by real estate (one-to four-family)14,37312,34716,81953,52985,917
Secured by real estate (not one-to four-family)53,66048,153157,645146,82645,860
Not secured by real estate - commercial business22,88411,76350,14512,920699
$1,201,585$1,179,246$2,073,362$1,671,025$1,261,908

The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2024. Additional information regarding these contractual obligations is discussed further in Notes 5, 7, 8, 9, 10, 11, 12 and 17 of the accompanying audited financial statements, which are included in Item 8 of this Report.

Payments Due In:
One Year orOver One toOver Five
LessFive YearsYearsTotal
(In Thousands)
Deposits without a stated maturity$3,057,663$$$3,057,663
Time and brokered certificates of deposit1,386,078160,8689401,547,886
Short-term borrowings578,691578,691
Subordinated debentures25,77425,774
Subordinated notes74,87674,876
Operating leases1,3134,3091,9887,610
Dividends declared but not paid4,6924,692
$5,028,437$165,177$103,578$5,297,192

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The Company’s primary sources of funds are customer deposits, brokered deposits, short-term borrowings at the FHLBank, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities, and funds provided from operations. The Company utilizes some or all these sources of funds depending on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds. In mid-2022, the Company steadily began increasing the interest rates it paid on many deposit products until September 2024 when the Company decreased the interest rates it paid on certain deposit products. The Company has also utilized both fixed-rate and floating-rate brokered deposits of varying terms, as well as overnight FHLBank borrowings.

At December 31, 2024 and 2023, the Company had these available secured lines and on-balance sheet liquidity:

December 31, 2024December 31, 2023
Federal Home Loan Bank line$1,058.8 million$919.1 million
Federal Reserve Bank line346.4 million448.7 million
Cash and cash equivalents195.8 million211.3 million
Unpledged securities – Available-for-sale329.9 million352.8 million
Unpledged securities – Held-to-maturity25.0 million191.7 million

Statements of Cash Flows. During each of the years ended December 31, 2024, 2023 and 2022, the Company experienced positive cash flows from operating activities, negative cash flows from investing activities and positive cash flows from financing activities.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for credit losses, realized gains on the sale of investment securities and loans, depreciation and amortization and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held-for-sale were the primary sources of cash flows from operating activities. Operating activities provided cash flows of $44.1 million, $80.7 million and $84.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.

During the years ended December 31, 2024, 2023 and 2022, investing activities used cash of $175.4 million, $88.2 million and $819.5 million, respectively, primarily due to the net increases and purchases of loans and investment securities and investments in tax credit partnerships, partially offset by cash received from the proceeds of repayments from investment securities in each year.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are primarily due to changes in deposits after interest credited, changes in short-term borrowings, proceeds from FRB BTFP borrowings, purchases of the Company’s common stock and dividend payments to stockholders. Financing activities provided cash flows of $115.8 million, $50.3 million and $186.0 million during the years ended December 31, 2024, 2023 and 2022, respectively, primarily due to net increases in customer deposit balances (2023 and 2022) and net increases in various borrowings, partially offset by dividend payments to stockholders and purchases of the Company’s common stock.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

At December 31, 2024, the Company’s total stockholders’ equity was $599.6 million, or 10.0% of total assets, equivalent to a book value of $51.14 per common share. As of December 31, 2023, total stockholders’ equity was $571.8 million, or 9.8% of total assets, equivalent to a book value of $48.44 per common share. At December 31, 2024, the Company’s tangible common equity to tangible assets ratio was 9.9%, compared to 9.7% at December 31, 2023.

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Included in stockholders’ equity at December 31, 2024 and 2023, were unrealized losses (net of taxes) on the Company’s available-for-sale investment securities totaling $46.1 million and $40.5 million, respectively. This change in net unrealized losses during the year ended December 31, 2024, primarily resulted from increasing intermediate-term market interest rates which generally decreased the fair value of investment securities. Market interest rates fluctuated throughout 2024, resulting in fluctuations in the fair value of investment securities. Intermediate-term market interest rates decreased during the period from June 30, 2024 through September 30, 2024 (which generally increased the fair value of investment securities). In the three months ended December 31, 2024, intermediate-term market interest rates increased significantly (which once again generally decreased the fair value of investment securities).

In addition, included in stockholders’ equity at December 31, 2024, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $4.8 million. This amount, plus associated deferred taxes, is expected to be accreted to interest income over the remaining term of the original interest rate swap contract, which was to end in October 2025. At December 31, 2024, the remaining pre-tax amount to be recorded in interest income was $6.2 million. The net effect on total stockholders’ equity over time will be no impact as the reduction of this realized gain will be offset by an increase in retained earnings (as the interest income flows through pre-tax income).

Also included in stockholders’ equity at December 31, 2024, were unrealized losses (net of taxes) on the Company’s two outstanding cash flow hedges (two interest rate swaps totaling $400 million notional value) totaling $12.8 million. Increases in market interest rates since the inception of these hedges have caused their fair values to decrease.

As noted above, total stockholders’ equity increased $27.8 million, from $571.8 million at December 31, 2023 to $599.6 million at December 31, 2024. Stockholders’ equity increased due to the Company recording net income of $61.8 million for the year ended December 31, 2024 and due to $11.9 million in stock option exercises during 2024. Partially offsetting these increases were repurchases of the Company’s common stock totaling $15.2 million and dividends declared on common stock of $18.7 million. AOCI (loss) increased $11.9 million (decrease to stockholders’ equity) during the year ended December 31, 2024, primarily due to changes in the market value of available-for-sale securities and changes in the fair value of cash flow hedges.

The Company also had unrealized losses on its portfolio of held-to-maturity investment securities, which totaled $24.7 million at December 31, 2024, that were not included in its total capital balance. If these held-to-maturity unrealized losses were included in capital (net of taxes), this would have decreased total stockholder’s equity by $18.6 million at December 31, 2024. This amount was equal to 3.1% of total stockholders’ equity of $599.6 million at that date.

Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Under current guidelines, banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. To be considered “well capitalized,” banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On December 31, 2024, the Bank’s common equity Tier 1 capital ratio was 12.6%, its Tier 1 capital ratio was 12.6%, its total capital ratio was 13.9% and its Tier 1 leverage ratio was 11.0%. As a result, as of December 31, 2024, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2023, the Bank’s common equity Tier 1 capital ratio was 13.1%, its Tier 1 capital ratio was 13.1%, its total capital ratio was 14.3% and its Tier 1 leverage ratio was 11.6%. As a result, as of December 31, 2023, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2024, the Company’s common equity Tier 1 capital ratio was 12.3%, its Tier 1 capital ratio was 12.8%, its total capital ratio was 15.4% and its Tier 1 leverage ratio was 11.2%. On December 31, 2023, the Company’s common equity Tier 1 capital ratio was 11.9%, its Tier 1 capital ratio was 12.4%, its total capital ratio was 15.2% and its Tier 1 leverage ratio was 11.0%.

In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. Both the Company and the Bank had a capital conservation buffer that exceeded the required minimum levels at December 31, 2024 and 2023.

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Dividends. During the year ended December 31, 2024, the Company declared common stock cash dividends of $1.60 per share (30.4% of net income per common share) and paid common stock cash dividends of $1.60 per share. During the year ended December 31, 2023, the Company declared common stock cash dividends of $1.60 per share (28.5% of net income per common share) and paid common stock cash dividends of $1.60 per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The $0.40 per share dividend declared but unpaid as of December 31, 2024, was paid to stockholders in January 2025.

Common Stock Repurchases and Issuances. The Company has been in various buy-back programs since May 1990. During the years ended December 31, 2024 and 2023, the Company repurchased 284,483 shares of its common stock at an average price of $53.10 per share and 449,622 shares of its common stock at an average price of $51.38 per share, respectively. During the years ended December 31, 2024 and 2023, the Company issued 203,601 shares of stock at an average price of $49.59 per share and 22,762 shares of stock at an average price of $38.83 per share, respectively, to cover stock option exercises.

In December 2022, the Company’s Board of Directors authorized the purchase of up to one million shares of the Company’s outstanding common stock, under a program of open market purchases or privately negotiated transactions. As of December 31, 2024, a total of approximately 443,000 shares remained available in the Company’s stock repurchase authorization.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the Company’s common stock would contribute to the overall growth of stockholder value. The number of shares that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company. The primary factors typically include the number of shares available in the market from sellers at any given time, the market price of the stock and the projected impact on the Company’s earnings per share and capital.

Non-GAAP Financial Measures

This document contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“GAAP”). This non-GAAP financial information includes the tangible common equity to tangible assets ratio.

In calculating the ratio of tangible common equity to tangible assets, we subtract period-end intangible assets from common equity and from total assets. Management believes that the presentation of this measure excluding the impact of intangible assets provides useful supplemental information that is helpful in understanding our financial condition and results of operations, as it provides a method to assess management’s success in utilizing our tangible capital as well as our capital strength. Management also believes that providing a measure that excludes balances of intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that this is a standard financial measure used in the banking industry to evaluate performance.

This non-GAAP financial measurement is supplemental and is not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of non-GAAP measures, this presentation may not be comparable to other similarly titled measures as calculated by other companies.

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Non-GAAP Reconciliation: Ratio of Tangible Common Equity to Tangible Assets

December 31,December 31,December 31,December 31,December 31,
20242023202220212020
(Dollars In Thousands)
Common equity at period end$599,568$571,829$533,087$616,752$629,741
Less: Intangible assets at period end10,09410,52710,8136,0816,944
Tangible common equity at period end (a)$589,474$561,302$522,274$610,671$622,797
Total assets at period end$5,981,628$5,812,402$5,680,702$5,449,944$5,526,420
Less: Intangible assets at period end10,09410,52710,8136,0816,944
Tangible assets at period end (b)$5,971,534$5,801,875$5,669,889$5,443,863$5,519,476
Tangible common equity to tangible assets (a) / (b)9.87%9.67%9.21%11.22%11.28%

FY 2023 10-K MD&A

SEC filing source: 0001410578-24-000178.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-12. Report date: 2023-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following sets forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by FORVIS, LLP. See Item 8. “Financial Statements and Supplementary Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.

December 31,
20232022202120202019
(Dollars In Thousands)
Summary Statement of Financial Condition Information:
Assets$5,812,402$5,680,702$5,449,944$5,526,420$5,015,072
Loans receivable, net4,595,4694,511,6474,016,2354,314,5844,163,224
Allowance for credit losses on loans64,67063,48060,75455,74340,294
Available-for-sale securities478,207490,592501,032414,933374,175
Held-to-maturity securities195,023202,495
Other real estate and repossessions, net232332,0871,8775,525
Deposits4,721,7084,684,9104,552,1014,516,9033,960,106
Total borrowings and other interest- bearing liabilities423,806366,481238,713339,863412,374
Stockholders’ equity (retained earnings substantially restricted)571,829533,087616,752629,741603,066
Common stockholders’ equity571,829533,087616,752629,741603,066
Average loans receivable4,631,8564,386,0424,274,1764,399,2594,155,780
Average total assets5,719,1965,519,7905,502,3565,323,4264,855,007
Average deposits4,754,3104,607,3634,539,7404,330,2713,889,910
Average stockholders’ equity550,920565,173627,516622,437571,637
Number of deposit accounts230,697232,688229,942229,470228,247
Number of full-service offices9092939497

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For the Year Ended December 31,
20232022202120202019
(In Thousands)
Summary Statement of Income Information:
Interest income:
Loans$271,952$205,751$186,269$204,964$223,047
Investment securities and other24,88321,22612,40412,73911,947
296,835226,977198,673217,703234,994
Interest expense:
Deposits88,75720,67613,10232,43145,570
Securities sold under reverse repurchase agreements1,205324373119
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities7,5001,0666443,616
Subordinated debentures issued to capital trust1,7368754486281,019
Subordinated notes4,4224,4227,1656,8314,378
103,62027,36320,75240,56554,602
Net interest income193,215199,614177,921177,138180,392
Provision (credit) for credit losses on loans2,2503,000(6,700)15,8716,150
Provision (credit) for unfunded commitments(5,329)3,187939
Net interest income after provision (credit) for credit losses and provision (credit) for unfunded commitments196,294193,427183,682161,267174,242
Non-interest income:
Commissions1,1531,2081,263892889
Overdraft and insufficient funds fees7,6177,8726,6866,4818,249
Point-of-sale and ATM fee income and service charges14,34615,70515,02912,20312,649
Net gain on loan sales2,3542,5849,4638,0892,607
Net realized gain (loss) on sales of available-for-sale securities(130)78(62)
Late charges and fees on loans7861,1821,4341,4191,432
Gain (loss) on derivative interest rate products(337)321312(264)(104)
Other income4,1545,3994,1306,1525,297
30,07334,14138,31735,05030,957
Non-interest expense:
Salaries and employee benefits78,52175,30070,29070,81063,224
Net occupancy and equipment expense30,83428,47129,16327,58226,217
Postage3,5903,3793,1643,0693,198
Insurance4,5423,1973,0612,4052,015
Advertising3,3963,2613,0722,6312,808
Office supplies and printing1,0578678481,0161,077
Telephone2,7303,1703,4583,7943,580
Legal, audit and other professional fees7,0866,3306,5552,3782,624
Expense on other real estate and repossessions3113596272,0232,184
Acquired deposit intangible asset amortization2867688631,1541,190
Other operating expenses8,6708,2646,5346,3637,021
141,023133,366127,635123,225115,138
Income before income taxes85,34494,20294,36473,09290,061
Provision for income taxes17,54418,25419,73713,77916,449
Net income$67,800$75,948$74,627$59,313$73,612

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At or For the Year Ended December 31,
20232022202120202019
(Number of Shares In Thousands)
Performance Data and Ratios:
Per Common Share Data:
Basic earnings per common share$5.65$6.07$5.50$4.22$5.18
Diluted earnings per common share5.616.025.464.215.14
Cash dividends declared1.601.561.402.362.07
Book value per common share48.4443.5846.9845.7942.29
Average shares outstanding11,99212,51713,55814,04314,201
Year-end actual shares outstanding11,80412,23113,12813,75314,261
Average fully diluted shares outstanding12,08012,60713,67414,10414,330
Earnings Performance Ratios:
Return on average assets(1)1.19%1.38%1.36%1.11%1.52%
Return on average stockholders’ equity(2)12.3113.4411.899.5312.88
Non-interest income to average total assets0.530.620.700.660.64
Non-interest expense to average total assets2.472.422.322.312.37
Average interest rate spread(3)2.973.593.223.233.62
Year-end interest rate spread2.783.633.203.083.28
Net interest margin(4)3.573.803.373.493.95
Efficiency ratio(5)63.1657.0559.0358.0754.48
Net overhead ratio(6)1.941.801.621.661.73
Common dividend pay-out ratio(7)28.5225.9125.6456.0640.27
Asset Quality Ratios (8):
Allowance for credit losses/year-end loans1.39%1.39%1.49%1.32%1.00%
Non-performing assets/year-end loans and foreclosed assets0.250.080.150.090.19
Allowance for credit losses/non-performing loans550.481,729.691,120.311,831.86891.66
Net charge-offs/average loans0.020.010.000.010.10
Gross non-performing assets/year end assets0.200.070.110.070.16
Non-performing loans/year-end loans0.250.080.130.070.11
Balance Sheet Ratios:
Loans to deposits97.33%96.30%88.23%95.52%105.13%
Average interest-earning assets as a percentage of average interest-bearing liabilities131.11140.32139.94132.49127.50
Capital Ratios:
Average common stockholders’ equity to average assets9.6%10.2%11.4%11.7%11.8%
Year-end tangible common stockholders’ equity to tangible assets(9)9.79.211.211.311.9
Great Southern Bancorp, Inc.:
Tier 1 capital ratio12.411.013.412.712.5
Total capital ratio15.213.516.317.215.0
Tier 1 leverage ratio11.010.611.310.911.8
Common equity Tier 1 ratio11.910.612.912.212.0
Great Southern Bank:
Tier 1 capital ratio13.111.914.113.713.1
Total capital ratio14.313.115.414.914.0
Tier 1 leverage ratio11.611.511.911.812.3
Common equity Tier 1 ratio13.111.914.113.713.1
Column 1Column 2
(1)Net income divided by average total assets.
Column 1Column 2
(2)Net income divided by average stockholders’ equity.
Column 1Column 2
(3)Yield on average interest-earning assets less rate on average interest-bearing liabilities.
Column 1Column 2
(4)Net interest income divided by average interest-earning assets.
Column 1Column 2
(5)Non-interest expense divided by the sum of net interest income plus non-interest income.
Column 1Column 2
(6)Non-interest expense less non-interest income divided by average total assets.

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Column 1Column 2
(7)Cash dividends per common share divided by earnings per common share.
Column 1Column 2
(8)Prior to January 1, 2021, these ratios excluded FDIC-assisted acquired loans.
Column 1Column 2
(9)Non-GAAP Financial Measure. For additional information, including a reconciliation to GAAP, see “– Non-GAAP Financial Measures.”

Forward-looking Statements

When used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), in the Company’s press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the remaining effects of the COVID-19 pandemic on general economic and financial market conditions and on public health; (iv) fluctuations in interest rates, the effects of inflation or a potential recession, whether caused by Federal Reserve actions or otherwise; (v) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (vi) slower economic growth caused by changes in energy prices, supply chain disruptions or other factors; (vii) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (viii) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (ix) the Company’s ability to access cost-effective funding and maintain sufficient liquidity; (x) fluctuations in real estate values and both residential and commercial real estate market conditions; (xi) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company’s business; (xiv) changes in accounting policies and practices or accounting standards; (xv) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvi) costs and effects of litigation, including settlements and judgments; (xvii) competition; and (xviii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in the Company’s most recent Annual Report on Form 10-K, including, without limitation, those described under “Item 1A. Risk Factors,” subsequent Quarterly Reports on Form 10-Q and other documents filed or furnished from time to time by the Company with the SEC (which are available on our website at www.greatsouthernbank.com and the SEC’s website at www.sec.gov), could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Credit Losses

On January 1, 2021, the Company adopted the new accounting standard related to the allowance for credit losses. This standard eliminates the probable initial recognition threshold in GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. See Note 3 to the accompanying financial statements contained in Item 8 of this Report for additional information.

The Company believes that the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated credit losses. The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified loans with a balance greater than or equal to $100,000, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, disposable income and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the principal balance over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

See Note 3 “Loans and Allowance for Credit Losses” to the accompanying financial statements for additional information regarding the allowance for credit losses. Inherent in this process is the evaluation of individual significant credit relationships. From time to time, certain credit relationships may deteriorate due to payment performance, cash flow of the borrower, value of collateral, or other factors. In these instances, management may revise its loss estimates and assumptions for these specific credits due to changing circumstances. In some cases, additional losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of December 31, 2023, the Company has one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value amount exceeds the fair value of a reporting unit,

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further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At December 31, 2023, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and related deposits in the St. Louis market. Other identifiable deposit intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years. In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on the university’s campus in Springfield, Missouri. The terms of the agreement provide the naming rights to Great Southern Bank for a total cost of $5.5 million, to be paid over a period of seven years. The Company expects to amortize the naming rights intangible assets through non-interest expense over a period not to exceed 15 years. At December 31, 2023, the amortizable intangible assets consisted of the arena naming rights of $5.1 million. The amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value. See Note 1 to the accompanying audited financial statements for additional information.

Based on the Company’s qualitative goodwill impairment testing, management does not believe any of the Company’s goodwill or other intangible assets were impaired as of December 31, 2023. While management believes no impairment existed at December 31, 2023, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

Current Economic Conditions

Changes in economic conditions could cause the values of assets and liabilities recorded in the Company’s financial statements to change rapidly, resulting in material future adjustments to asset values, the allowance for credit losses, or capital that could negatively affect the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity. Following the housing and mortgage crisis and correction beginning in mid-2007, the United States entered an economic downturn. Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009. Economic conditions improved in the subsequent years, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels. The U.S. economy continued to operate at historically strong levels until the COVID-19 pandemic in March 2020, which severely affected tourism, labor markets, business travel, immigration and the global supply chain, among other areas. The economy plunged into recession in the first quarter of 2020, as efforts to contain the spread of the coronavirus forced all but essential business activity, or any work that could not be done from home, to stop, shuttering factories, restaurants, entertainment, sporting events, retail shops, personal services, and more.

More than 22 million jobs were lost in March and April 2020 as businesses closed their doors or reduced their operations, sending employees home on furlough or layoffs. With uncertain incomes and limited buying opportunities, consumer spending plummeted. As a result, gross domestic product (GDP), the broadest measure of the nation’s economic output, plunged. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), a fiscal relief bill passed by Congress and signed by the President in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and loans to small businesses intended to help keep employees on their payroll, fueling a historic bounce-back in economic activity.

Total fiscal support to the economy throughout the pandemic, including the CARES Act, the American Rescue Plan of March 2021, and several smaller fiscal packages, totaled well over $5 trillion. The amount of this support was equal to almost 25% of pre-pandemic 2019 GDP and approximately three times the level of support provided during the global financial crisis of 2007-2008.

Additionally, the Federal Reserve acted decisively by slashing its benchmark interest rate to near zero and ensuring credit availability to businesses, households, and municipal governments. The Federal Reserve’s efforts largely insulated the financial system from the problems in the economy, a significant difference from the financial crisis of 2007-2008. Purchases of Treasury and agency mortgage-backed securities totaling $120 billion each month by the Federal Reserve commenced shortly after the pandemic began. In November 2021, the Federal Reserve began to taper its quantitative easing (QE), winding down its bond purchases with its final open market purchase conducted on March 9, 2022. The federal government deficit was $2.8 trillion in fiscal 2021, close to $1.38 trillion in fiscal 2022, and was expected to increase slightly to $1.4 trillion in fiscal 2023.

The Federal Reserve aggressively raised the federal funds interest rate from early 2022 through mid-2023, pushing the federal funds rate to more than 5.50%, its highest level in 22 years. The Fed’s actions were motivated by surging inflation in 2021 caused by pandemic-fueled spending, which outpaced the ability of producers to supply goods and services after having been impacted by

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COVID-related shutdowns and clogged transportation systems. The Fed has made some headway in its attempt to force inflation down. The personal consumption expenditures (PCE) price index, the Federal Reserve’s preferred measure of inflation, eased from its peak of 7.1% in June 2022 to 2.6% in November 2023, but core PCE, which excludes food and energy prices, has been slower to retreat and still sat at 3.2% at December 2023, well above the Federal Reserve’s target of 2.0%.

Moody’s is projecting real GDP in 2024 to be slightly higher than previously forecast, but the persistence of high interest rates may slow economic growth. Real GDP is projected to rise 1.9% in 2024 on an annual average basis, an upward revision of 0.2%, and is projected to grow 1.6% in 2025 and 2.1% in 2026.

Employment

The national unemployment rate remained unchanged for the month at 3.7% as of December 2023, ranging from 3.4% to 3.8% since March 2022. The number of unemployed individuals also remained steady at 6.3 million as of December 2023, with 216,000 jobs added in December 2023. In December 2023, employment in leisure and hospitality and professional changed little, with government, health care, construction and social assistance rising minimally. While the labor market remains strong, there are signs of softening. Wage growth has been moderating and, while layoffs are not rising, departure rates are down to pre-pandemic levels. Employers are cutting back on hours and are hiring fewer temporary workers, an early sign that demand for labor is pulling back.

As of December 2023, the labor force participation rate (the share of working-age Americans employed or actively looking for a job) remained stable at 62.5%. The unemployment rate for the Midwest, where the Company conducts most of its business, increased from 3.5% in December 2022 to 3.7% in December 2023. Unemployment rates for December 2023 in the states where the Company has a branch or loan production office were Arizona at 4.3%, Arkansas at 3.4%, Colorado at 3.4%, Georgia at 3.4%, Illinois at 4.8%, Iowa at 3.2%, Kansas at 2.8%, Minnesota at 2.9%, Missouri at 3.3%, Nebraska at 2.3%, North Carolina at 3.5%, Oklahoma at 3.4%, and Texas at 4.0%. Of the metropolitan areas in which the Company does business, most were below the national unemployment rate for December 2023 of 3.7%, except for Chicago at 4.3%.

Single Family Housing

Existing home sales decreased 1.0% in December 2023 to a seasonally adjusted annual rate of 3.78 million, down 6.2% from the previous year. In the Midwest, existing-home sales retracted 4.3% from November 2023 to an annual rate of 900,000 in December 2023, down 10.9% from one year ago.

The median existing-home sales price rose 4.4% from December 2022 to $382,600 in December 2023 – the sixth consecutive month of year-over-year price increases. Among the four major U.S. regions, sales slipped in the Midwest and South, rose in the West and were unchanged in the Northeast. The median price in the Midwest in December 2023 was $275,600, up 5.9% from December 2022. On an annual basis, existing-home sales in 2023 of 4.09 million dropped to the lowest level since 1995, while the median price reached a record high of $389,800 in 2023.

Total housing inventory registered at the end of December 2023 was 1.0 million units, down 11.5% from November 2023 and up 4.2% from one year ago of 960,000. Unsold inventory sat at a 3.2 month supply in December 2023, down from 3.5 months in November 2023 but up from 2.9 months in December 2022.

Nationally, properties on average remained on the market for 29 days in December 2023, up from 25 days in November 2023 and 26 days in December 2022. Fifty-six percent of homes sold in December 2023 were on the market for less than a month. New home construction dropped precipitously after the financial crisis of 2007-2008 and has yet to fully recover. Issues contributing to the country’s current housing shortage include increasing labor and materials costs, availability of building materials, increased interest rates and tighter lending underwriting standards.

Sales of new single‐family houses in December 2023 were at a seasonally adjusted annual rate of 664,000, according to the U.S. Census Bureau and the Department of Housing and Urban Development. This is 8.0% above the revised November 2023 rate of 615,000 and 4.4% above the December 2022 rate of 636,000.

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The median sales price of new houses sold in December 2023 was $413,200, down from $479,500 in December 2022. The average sales price in December 2023 of $487,300 was down from $568,700 in December 2022. The seasonally‐adjusted estimate of new houses for sale at the end of December 2023 was 453,000. This represents a supply of 8.2 months at the current sales rate.

First-time buyers accounted for 29% of sales in December 2023, down from 31% in November 2023 and 31% in December 2022.

According to Freddie Mac, the average commitment rate for a 30-year, fixed-rate mortgage was 6.60% as of January 18, 2024 which is down from 6.66% the previous week and up from 6.15% one year ago.

Multi-Family Housing and Commercial Real Estate

Demand has been solid for three consecutive quarters in the multi-family market. Current projections put 2023 new deliveries at a 40-year high of almost 573,000 units, with an additional 443,000 units expected to deliver in 2024. The dramatic rise in Sun Belt development has left the nation with almost one million units under construction, the largest pipeline since the early 1970s. The majority of these units are expected to be delivered at the 4 and 5 Star price points. With supply outpacing demand, the national vacancy rate ended 2023 at 7.6%, which is 100 basis points higher than the pre-pandemic average. The rising interest rate environment, combined with a pullback in construction lending, has seen some developers unable to move forward on proposed projects, suggesting the beginning of a meaningful pause in deliveries towards the end of 2024 and into 2025.

Midwest markets have avoided the sharp reversal of rent growth seen in Sun Belt locations as their construction pipelines remained modest during the pandemic. Deliveries in the Midwest in 2023 were only 5,500 units higher than what was delivered in 2019. That limited increase in new supply for the Midwest allowed those markets to be better balanced and avoid the dramatic surge and now pullback in rent growth as experienced in Sun Belt locations.

Although factors such as declining household formations, rising supply deliveries, and weakening demand may present temporary obstacles, the long-term issue of a major housing shortage remains in our nation. Thus, rent growth is anticipated to eventually rebound above historical averages.

As noted above, as of December 31, 2023, national multi-family market vacancy rates increased to 7.6%. Our market areas reflected the following apartment vacancy levels as of December 2023: Springfield, Missouri at 4.8%, St. Louis at 10.3%, Kansas City at 8.5%, Minneapolis at 7.6%, Tulsa, Oklahoma at 8.3%, Dallas-Fort Worth at 10.4%, Chicago at 5.7%, Atlanta at 11.7%, Phoenix at 10.8%, Denver at 8.3% and Charlotte, North Carolina at 11.6%.

The office sector remained weak in 2023 with office vacancy rates continuing their climb to a record 13.6% nationally. Occupiers gave back 65 million of square footage (SF) in 2023, bringing the total to over 180 million since the beginning of 2020. A little over 53 million SF in new office inventory was completed in 2023 with about 15 million SF in obsolete stock being demolished or converted. The resulting 37 million SF in net deliveries was the lowest amount since 2014, though the expected 56 million in 2024 would be the second most over the same period. Thus, with demand still faltering, new supply may exacerbate vacancy rates in the near term.

Leasing volume is down nearly 20% from its average in the late 2010s. Office-using employment peaked in May 2023 and has stalled out ever since. Looking ahead, the forecast from Oxford Economics suggests an average growth rate of only 0.4% through 2031, less than half its average since 2000. All these factors are likely contributing to more conservative leasing behavior amid the expiration of leases that were executed at the high rates of the mid- to late 2010s. Should tenants continue adjusting their footprints as expected in the next 24 months, the result would be a further 190 million SF in negative absorption, with vacancy rising to 17.2% by early 2026.

As of December 31, 2023, national office vacancy rates increased to 13.6% from 12.7% as of December 31, 2022, while our market areas reflected the following vacancy levels at December 31, 2023: Springfield, Missouri at 4.2%, St. Louis at 10.6%, Kansas City at 12.0%, Minneapolis at 11.2%, Tulsa, Oklahoma at 10.7%, Dallas-Fort Worth at 17.8%, Chicago at 16.6%, Atlanta at 15.7%, Denver at 16.3%, Phoenix at 16.0% and Charlotte, North Carolina at 13.7%.

Demand from a diverse array of sectors, coupled with a below-average pace of store closures, and minimal new supply resulted in a resilient year for the U.S. retail sector in 2023.

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Although a pullback in leasing activity has occurred, a significant slowdown in move-outs has contributed to consistent demand growth across the U.S. retail sector. A near historic low of approximately 52 million SF of new retail space was delivered in 2023, a level that is over 40% lower than the sector’s historical average. New construction has primarily focused on build-to-suits, grocery-anchored centers, or smaller retail spaces in large mixed-use projects, which helps explain the above-average leasing rates for new retail properties, as less than 20% of space delivered over the past year was available for lease at the end of 2023.

Availabilities are now at record-low levels within small to mid-sized centers and freestanding single-tenant properties. On the other hand, availabilities within the mall segment (which consists of regional and super-regional malls as well as lifestyle centers) have continued to increase since the pandemic. However, there is significant variation in performance across the mall segment, with 4 and 5 Star malls and lifestyle centers seeing fundamentals improve over the past year, while malls rated 3 Star and below continue to see vacancies rise. This difference is likely to persist, as numerous mall-based retailers such as Bath and Body Works, Victoria’s Secret, and Macy’s have announced plans to move more stores out of the mall and into open-air neighborhood and community centers with stronger foot traffic.

Despite longstanding concerns of a softening economy and eventual pullback in consumer spending, retail fundamentals should remain balanced for the near future, as minimal availability and a further pullback in new deliveries offset a minor pullback in demand formation.

During the fourth quarter of 2023, national retail vacancy rates remained steady at 4.1% while our market areas reflected the following vacancy levels: Springfield, Missouri at 3.2%, St. Louis at 4.6%, Kansas City at 4.1%, Minneapolis at 2.9%, Tulsa, Oklahoma at 2.8%, Dallas-Fort Worth at 4.5%, Chicago at 4.9%, Atlanta at 3.5%, Phoenix at 4.5%, Denver at 4.0%, and Charlotte, North Carolina at 2.7%.

U.S. industrial market performance continues to downshift as 2024 kicks off. Accelerating completions of new industrial developments have caused the U.S. industrial vacancy rate to inch up from a record low of 3.9% in mid-2022, to 5.9% as of fourth quarter 2023. Net absorption has remained positive but continued to lose steam over the past 12 months, with the second half of 2023 registering the lowest third and fourth quarter absorption tallies in 13 years.

Overall growth in real consumer goods spending has been re-accelerating since last spring as inflation has subsided and strong wage growth has persisted. If the U.S. economy resilience continues, business inventories will likely soon resume their long-term upward trend as major retailers including Walmart, Target, and Costco have worked through excess merchandise and now have inventory to sales ratios in line with pre-pandemic levels. Sales of warehouse space intensive retail categories like furniture and building materials still remains low.

While a potential stagnation in consumer spending poses downside risks in CoStar’s absorption forecast for the next 12 months, high-tech manufacturing will likely be a key driver of leasing from 2024–26. The 2022 passage of the CHIPS and Science Act and the Inflation Reduction Act approved over $400 billion worth of incentives for growth in U.S. based high-tech manufacturing. CoStar is tracking more than 30 planned semiconductor, electric vehicle, and battery plants with estimated payrolls of more than 1,000 employees. The majority of these plants are targeting 2024–25 to begin production, with Arizona, Texas, Georgia, and the Carolinas securing the most new operations.

New deliveries will likely remain elevated for the next six to nine months, driving the national vacancy rate higher. Higher interest rates have caused construction starts on new industrial projects to halt. Given the average construction time of 14 months for large industrial projects, this recent pullback in starts suggests that by late 2024, the number of new projects completing construction may begin to decline. This may set the stage for vacancies to stabilize or begin tightening again in late 2024, and for rent growth to accelerate thereafter.

For the fourth quarter of 2023, national industrial vacancy rates increased to 5.9% from 4.2% as of December 31, 2022. Our market areas reflected the following industrial vacancy levels at December 31, 2023: Springfield, Missouri at 1.8%, St. Louis at 4.7%, Kansas City at 5.2%, Minneapolis at 3.9%, Tulsa, Oklahoma at 2.9%, Dallas-Fort Worth at 8.9%, Chicago at 5.1%, Atlanta at 6.4%, Phoenix at 8.6%, Denver at 7.1% and Charlotte, North Carolina at 6.7%.

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Our management will continue to monitor regional, national, and global economic indicators such as unemployment, GDP, housing starts and prices, consumer sentiment, commercial real estate price index and commercial real estate occupancy, absorption and rental rates, as these could significantly affect customers in each of our market area.

For discussion of the risk factors associated with multi-family and commercial real estate loans, see “Risk Factors – Risks Relating to Lending Activities – Our loan portfolio possesses increased risk due to our relatively high concentration of commercial and residential construction, commercial real estate, other residential (multi-family) and other commercial loans” and “Risk Factors – Risks Relating to Regulation – We currently exceed thresholds defined in interagency guidance on commercial real estate concentrations, and as such, we may incur additional expense or slow the growth of certain categories of commercial real estate lending.”

General

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on its net interest income, as well as provisions for credit losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

The Company’s total assets increased $131.7 million, or 2.3%, from $5.68 billion at December 31, 2022, to $5.81 billion at December 31, 2023. Full details of the current year changes in total assets are provided below, under “Comparison of Financial Condition at December 31, 2023 and December 31, 2022.”

Loans. In the year ended December 31, 2023, the Company’s net loans increased $82.8 million, or 1.8%, from $4.51 billion at December 31, 2022, to $4.59 billion at December 31, 2023. This increase was primarily in other residential (multi-family) loans ($160 million increase) and commercial business loans ($25 million increase). These increases were partially offset by decreases in construction loans ($61 million decrease) and one- to four- family residential loans ($13 million decrease). The pipeline of loan commitments and the unfunded portion of construction loans remained strong at the end of 2023, but decreased significantly compared to the end of 2022. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories. As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline and credit quality, we cannot be assured that our loan growth will match or exceed the average level of growth achieved in prior years. The Company’s strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

Recent growth has occurred in some loan types, primarily other residential (multi-family) and commercial business, and in most of Great Southern’s primary lending locations, including Springfield, St. Louis, Kansas City, Des Moines and Minneapolis, as well as our loan production offices in Atlanta, Charlotte, Chicago, Dallas, Denver, Omaha, Phoenix and Tulsa. Certain minimum underwriting standards and monitoring help assure the Company’s portfolio quality. Great Southern’s loan committee reviews and approves all new loan originations in excess of lender approval authorities. Generally, the Company considers commercial construction, consumer, other residential (multi-family) and commercial real estate loans to involve a higher degree of risk compared to some other types of loans, such as first mortgage loans on one- to four-family, owner-occupied residential properties. For other residential (multi-family), commercial real estate, commercial business and construction loans, the credits are subject to an analysis of the borrower’s and guarantor’s financial condition, credit history, verification of liquid assets, collateral, market analysis and repayment ability. It has been, and continues to be, Great Southern’s practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. To minimize construction risk, projects are monitored as construction draws are requested by comparison to budget and with progress verified through property inspections. The geographic and product diversity of collateral, equity requirements and limitations on speculative construction projects help to mitigate overall risk in these loans. Underwriting standards for all loans also include loan-to-value ratio limitations which vary depending on collateral type, debt service coverage ratios or debt payment to income ratio guidelines, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Consumer loans, other than home equity loans, are primarily secured by new and used motor vehicles and these loans are also subject to certain minimum underwriting standards to assure portfolio quality. In 2019, the Company discontinued indirect auto loan originations.

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Of the total loan portfolio at December 31, 2023 and 2022, 89.5% and 89.4%, respectively, was secured by real estate, as this is the Bank’s primary focus in its lending efforts. At December 31, 2023 and 2022, commercial real estate and commercial construction loans (excluding multi-family loans) were 36.8% and 39.4% of the Bank’s total loan portfolio, respectively. Commercial real estate and commercial construction loans generally afford the Bank an opportunity to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. They do, however, present somewhat greater risk to the Bank because they may be more adversely affected by conditions in the real estate markets or in the economy generally. At December 31, 2023, loans made in the Springfield, Missouri metropolitan statistical area (Springfield MSA) comprised 8% of the Bank’s total loan portfolio, compared to 7% at December 31, 2022. The Company’s headquarters are located in Springfield and we have operated in this market since 1923. Loans made in the St. Louis metropolitan statistical area (St. Louis MSA) comprised 17% of the Bank’s total loan portfolio at December 31, 2023, compared to 18% at December 31, 2022. The Company’s expansion into the St. Louis MSA beginning in May 2009 has provided an opportunity to not only diversify from the Springfield MSA, but also has provided access to a larger economy with increased lending opportunities despite higher levels of competition. Loans made in the St. Louis MSA are primarily commercial real estate, commercial business and other residential (multi-family) loans, which are less likely to be impacted by the higher levels of unemployment rates, as mentioned above under “Current Economic Conditions,” than if the focus were on one- to four-family residential and consumer loans. For further discussions of the Bank’s loan portfolio, and specifically, commercial real estate and commercial construction loans, see “Item 1. Business – Lending Activities.”

The percentage of fixed-rate loans in our loan portfolio has been as much as 40% in recent years and was 39% as of December 31, 2023. The majority of the increase in fixed rate loans over the past few years was in commercial real estate, which typically has short durations within our portfolio. Of the total amount of fixed rate loans in our portfolio as of December 31, 2023, approximately 86% mature within the next five years and therefore are not considered to create significant long-term interest rate risk for the Company. Fixed rate loans make up only a portion of our balance sheet and our overall interest rate risk strategy. As of December 31, 2023, our interest rate risk models indicated a one-year interest rate earnings sensitivity position that is modestly positive in an increasing rate environment. For further discussion of our interest rate sensitivity gap and the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.” For discussion of the risk factors associated with interest rate changes, see “Risk Factors – We may be adversely affected by interest rate changes.”

While our policy allows us to lend up to 95% of the appraised value on one-to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. Private mortgage insurance is typically required for loan amounts above the 80% level. Few exceptions occur and would be based on analyses which determined minimal transactional risk to be involved. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At December 31, 2023 and 2022, 0.2% of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At December 31, 2023 and 2022, an estimated 0.4% and 0.2%, respectively, of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

The level of non-performing loans and foreclosed assets affects our net interest income and net income. We generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.

The Company prepared for discontinuation of the use of interest rates such as LIBOR. LIBOR is a benchmark interest rate referenced in a variety of agreements used by the Company, but by far the most significant area impacted by LIBOR is related to commercial and residential mortgage loans. With the cessation of all remaining LIBOR indices as of June 30, 2023, the Company implemented its LIBOR fallback plan for all remaining LIBOR-based loans, replacing the LIBOR indices with various SOFR-based indices consistent with the regulations of the Board of Governors of the Federal Reserve System implementing the Adjustable Interest Rate (LIBOR) Act. All impacted customers were notified and the Company’s systems were updated with the applicable indices as of July 1, 2023.

Available-for-sale Securities. Available-for-sale securities decreased $12.4 million, or 2.5%, from $490.6 million at December 31, 2022, to $478.2 million at December 31, 2023. For further information on investment securities, see Note 2 to the accompanying financial statements contained in this Report.

Held-to-maturity Securities. Held-to-maturity securities decreased $7.5 million, or 3.7%, from $202.5 million at December 31, 2022, to $195.0 million at December 31, 2023.

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Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, internet channels and brokered deposits. The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities. In the year ended December 31, 2023, total deposit balances increased $36.8 million, or 0.8%. Transaction account balances decreased $140.1 million and retail certificates of deposit decreased $73.1 million compared to December 31, 2022. The decrease in transaction accounts was primarily a result of decreased balances in non-interest accounts and certain NOW account types. In addition, holders of some accounts that carried higher balances may have chosen to move funds into different checking account types or time deposits that now have a higher rate of interest. Retail certificates of deposit decreased due to a decrease in retail certificates generated through the banking center network and time deposits initiated through internet channels, which experienced a planned decrease as part of the Company’s balance sheet management between funding sources. Brokered deposits, including IntraFi program purchased funds, were $661.5 million at December 31, 2023, an increase of $250.0 million from $411.5 million at December 31, 2022. The Company uses brokered deposits of select maturities and interest rate characteristics from time to time to supplement its various funding channels and to manage interest rate risk.

Our deposit balances may fluctuate depending on customer preferences and our relative need for funding. We do not consider our retail certificates of deposit to be guaranteed long-term funding because customers can withdraw their funds at any time with minimal interest penalty. When loan demand trends upward, we can increase rates paid on deposits to attract more deposits and utilize brokered deposits to provide additional funding. The level of competition for deposits in our markets is high. It is our goal to gain deposit market share, particularly checking accounts, in our branch footprint. To accomplish this goal, increasing rates to attract deposits may be necessary, which could negatively impact the Company’s net interest margin.

Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create either fixed or variable rate funding, as desired, which more closely matches the interest rate nature of much of our loan portfolio. It also gives us greater flexibility in increasing or decreasing the duration of our funding. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.

Securities sold under reverse repurchase agreements with customers. Securities sold under reverse repurchase agreements with customers decreased $106.0 million from $176.8 million at December 31, 2022 to $70.8 million at December 31, 2023. These balances fluctuate over time based on customer demand for this product.

Short-Term Borrowings and Other Interest-bearing Liabilities. The Company’s FHLBank term advances were $-0- at both December 31, 2023 and December 31, 2022. At December 31, 2023 and 2022, overnight borrowings from the FHLBank were $251.0 million and $88.5 million, respectively, which are included in short-term borrowings.

Short-term borrowings and other interest-bearing liabilities increased $163.0 million from $89.6 million at December 31, 2022 to $252.6 million at December 31, 2023. The Company may utilize overnight borrowings, short-term FHLBank advances, and BTFP borrowings from FRBSTL depending on relative interest rates.

Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by changes in market interest rates. A large portion of our loan portfolio is tied to one-month SOFR, three-month SOFR or the “prime rate” and adjusts immediately or shortly after the index rate adjusts (subject to the effect of contractual interest rate floors on some of the loans, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see “Quantitative and Qualitative Disclosures About Market Risk”).

The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% on December 16, 2015, the FRB had last changed interest rates on December 16, 2008. This was the first rate increase since September 29, 2006. The FRB also implemented rate change increases of 0.25% on eight additional occasions beginning December 14, 2016 and through December 31, 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate stood at 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16. At December 31, 2021, the Federal Funds rate was 0.25%. In 2022, the FRB implemented rate increases of 0.25%, 0.50%, 0.75%, 0.75%, 0.75%, 0.75% and

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0.50% in March, May, June, July, September, November and December 2022, respectively. At December 31, 2022, the Federal Funds rate was 4.50%. In 2023, the FRB implemented rate increases of 0.25%, 0.25%, 0.25% and 0.25% in February, March, May and July 2023, respectively. At December 31, 2023 the Federal Funds rate was 5.50%. Financial markets now expect the possibility of significant further increases in Federal Funds interest rates in early 2024 to be unlikely, with interest rate decisions being made at each FRB meeting based on economic data available at the time. However, the FRB has further indicated, and financial markets now have begun to price in, that it is likely that the Federal Funds interest rate will remain near this peak level for several months before any rate cuts occur. Great Southern’s loan portfolio includes loans ($1.29 billion at December 31, 2023) tied to various SOFR indices that will be subject to adjustment at least once within 90 days after December 31, 2023. All of these loans have interest rate floors at various rates. Great Southern also has a portfolio of loans ($788.9 million at December 31, 2023) tied to a “prime rate” of interest that will adjust immediately or within 90 days of a change to the “prime rate” of interest. All of these loans had interest rate floors at various rates. Great Southern also has a portfolio of loans ($6.7 million at December 31, 2023) tied to an AMERIBOR index that will adjust immediately or within 90 days of a change to the “prime rate” of interest. All of these loans had interest rate floors at various rates. At December 31, 2023, nearly all of these SOFR and “prime rate” loans had fully indexed rates that were at or above their floor rate and so are expected to move fully with future market interest rate increases.

A rate cut by the FRB generally would have an anticipated immediate negative impact on the Company’s net interest income due to the large total balance of loans tied to the SOFR indices or the “prime rate” index and will be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts. Interest rate floors may at least partially mitigate the negative impact of interest rate decreases. Loans at their floor rates are, however, subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate. There may also be a negative impact on the Company’s net interest income if the Company is unable to significantly lower its funding costs due to a highly competitive rate environment, although interest rates on assets may decline further. Conversely, market interest rate increases would normally result in increased interest rates on our SOFR-based, AMERIBOR-based and prime-based loans.

As of December 31, 2023, Great Southern’s interest rate risk models indicate that, generally, rising interest rates are expected to have a modestly positive impact on the Company’s net interest income, while declining interest rates are expected to have a modestly negative impact on net interest income. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following relatively minor changes in market interest rates because our portfolios are relatively well-matched in a twelve-month horizon.

In a situation where market interest rates increase significantly in a short period of time, our net interest margin increase may be more pronounced in the very near term (first one to three months), due to fairly rapid increases in SOFR interest rates and “prime” interest rates. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in SOFR interest rates and “prime” interest rates. In the subsequent months, we would expect that net interest margin would stabilize and begin to improve, as renewal interest rates on maturing time deposits decrease.

During 2020, we experienced some compression of our net interest margin percentage due to Federal Fund rate cuts during the nine month period of July 2019 through March 2020. Margin compression primarily resulted from changes in the asset mix, mainly the addition of lower-yielding assets and the issuance of subordinated notes during 2020, and net interest margin remained lower than our historical average in 2021. LIBOR interest rates decreased significantly in 2020 and remained very low in 2021, putting pressure on loan yields, and strong pricing competition for loans and deposits remained in most of our markets.

Beginning in March 2022, market interest rates, including LIBOR interest rates, SOFR interest rates and “prime” interest rates, began to increase rapidly. This resulted in increasing loan yields and expansion of our net interest income and net interest margin throughout 2022 and into the first three months of 2023. In 2023, market interest rate increases moderated and loan yield increases moderated in line with market rates. However, there has been increased competition for deposits and other sources of funding, resulting in higher costs for those funds. This has been especially true since early March 2023. For further discussion of the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”

Non-Interest Income and Operating Expenses. The Company’s profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, POS interchange fees, late charges

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and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided under “Results of Operations and Comparison for the Years Ended December 31, 2023 and 2022.”

Business Initiatives

The Company’s banking centers and loan production offices are consistently reviewed to measure performance and ensure responsiveness to changing customer needs and preferences. As such, the Company may open banking centers and loan production offices and invest resources where customer demand leads, and from time to time, consolidate offices or even exit markets when conditions dictate.

The following changes were initiated in 2023 and early 2024:

Column 1Column 2Column 3
In March 2023, a leased retail banking center office at 1232 S. Rangeline Road in Joplin, Missouri, was consolidated into a nearby office at 2801 E. 32nd Street. One banking center now serves the Joplin market.
Column 1Column 2Column 3
In September 2023, in Springfield, Missouri, the Company opened Great Southern Express, a modern four-lane drive-through center using only interactive teller machine (ITM) technology to serve customers. This new facility at 1615 W. Sunshine replaced a small banking center on the same property. ITMs, also known as video remote tellers, offer an ATM-like interface, but with the enhancement of a video screen that allows customers to speak directly to a service representative in real time and in a highly personal manner during extended business hours seven days a week. Nearly any teller transaction that can be performed in the traditional drive-thru can be performed at an ITM, including cashing a check to the penny. ITMs provide convenience and enhanced access for customers, while creating greater operational efficiencies for the Bank.
Column 1Column 2Column 3
In January 2024, in Springfield, Missouri, a retail banking center at 600 W. Republic Road was consolidated into another banking center at 2945 W. Republic Road, a short distance away. For customers’ convenience, an on-site ITM is currently available at the closed facility.
Column 1Column 2Column 3
Effective February 16, 2024, the Company closed its loan production office in Tulsa, Oklahoma after an analysis of lending priorities and operational efficiencies. Loan clients served through this office have been reassigned to other relationship managers.

In November 2023, the Company launched a new and improved digital mobile banking application for its customers, available through the Apple App Store and Google Play Store. With more than 54,000 active mobile banking users, the application upgrade provides an improvement in overall functionality, including a better user experience, additional layers of security and faster loading times.

Since early 2022, Great Southern has been preparing to convert to a new core banking platform (New System) to be delivered by a third-party vendor. As previously disclosed, the migration to the New System, originally scheduled for the third quarter of 2023, has been delayed to mid-2024. As also previously disclosed, certain contractual disputes have arisen between Great Southern and the third-party vendor. While discussions are ongoing between the parties, to date, there has been no meaningful progress in resolving the contractual disputes. There is no assurance that a resolution with the vendor will be achieved, or that a migration to the New System can be successfully completed, which may prompt Great Southern to take action to protect its interests. In the meantime, Great Southern expects to continue operations with its current core banking provider, which will allow Great Southern to offer its full array of products and services.

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Effect of Federal Laws and Regulations

General. Federal legislation and regulation significantly affect the operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated banking organizations such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.

Dodd-Frank Act. In 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Certain aspects of the Dodd-Frank Act have been affected by the more recently enacted Economic Growth Act, as defined and discussed below under “-Economic Growth Act.”

Capital Rules. The federal banking agencies have adopted regulatory capital rules that substantially amend the risk-based capital rules applicable to the Bank and the Company. The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision. For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply. The chief features of these rules are summarized below.

The rules refine the definitions of what constitutes regulatory capital and add a new regulatory capital element, common equity Tier 1 capital. The minimum capital ratios are (i) a common equity Tier 1 (“CET1”) risk-based capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. In addition to the minimum capital ratios, the rules include a capital conservation buffer, under which a banking organization must have CET1 more than 2.5% above each of its minimum risk-based capital ratios in order to avoid restrictions on paying dividends, repurchasing shares, and paying certain discretionary bonuses. The capital conservation buffer became fully implemented on January 1, 2019.

These rules also revised the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels show signs of weakness. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (i) a common equity Tier 1 risk-based capital ratio of at least 6.5%, (ii) a Tier 1 risk-based capital ratio of at least 8%, (iii) a total risk-based capital ratio of at least 10% and (iv) a Tier 1 leverage ratio of 5%, and must not be subject to an order, agreement or directive mandating a specific capital level.

Economic Growth Act. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), was enacted to modify or eliminate certain financial reform rules and regulations, including some implemented under the Dodd-Frank Act. While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these amendments could result in meaningful regulatory changes.

The Economic Growth Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10 percent. Upon election, any qualifying depository institution or its holding company that exceeds the CBLR will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered “well-capitalized” under the prompt corrective action rules. Currently, the CBLR is 9.0%. The Company and the Bank have chosen to not utilize the new CBLR due to the Company’s size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.

In addition, the Economic Growth Act includes regulatory relief in the areas of examination cycles, call reports, mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

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Recent Accounting Pronouncements

See Note 1 to the accompanying audited financial statements, which are included in Item 8 of this Report, for a description of recent accounting pronouncements including the respective dates of adoption and expected effects on the Company’s financial position and results of operations.

Comparison of Financial Condition at December 31, 2023 and December 31, 2022

During the year ended December 31, 2023, total assets increased by $131.7 million, or 2.3%, to $5.81 billion. The increase was primarily attributable to increases in loans receivable and cash and cash equivalents, partially offset by decreases in investment securities.

Cash and cash equivalents were $211.3 million at December 31, 2023, an increase of $42.8 million, or 25.4%, from $168.5 million at December 31, 2022. This increase was primarily due to a $43.5 million increase in interest-bearing deposits in the FRBSTL.

The Company’s available-for-sale securities decreased $12.4 million, or 2.5%, compared to December 31, 2022. The decrease was primarily due to normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. The available-for-sale securities portfolio was 8.2% and 8.6% of total assets at December 31, 2023 and December 31, 2022, respectively.

The Company’s held-to-maturity securities decreased $7.5 million, or 3.7%, compared to December 31, 2022. The decrease was primarily due to normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. The held-to-maturity securities portfolio was 3.4% and 3.6% of total assets at December 31, 2023 and December 31, 2022, respectively.

Net loans increased $82.8 million, or 1.8%, from December 31, 2022, to $4.59 billion at December 31, 2023. This increase was primarily in other residential (multi-family) loans ($160 million increase) and commercial business loans ($25 million increase). These increases were partially offset by decreases in construction loans ($61 million decrease) and one- to four- family residential loans ($13 million decrease). The pipeline of loan commitments and the unfunded portion of construction loans remained strong in the fourth quarter of 2023, but decreased significantly compared to the end of 2022. As construction projects were completed, the related loans were either paid off or moved from the construction category to the appropriate permanent loan categories.

Total liabilities increased $93.0 million from $5.15 billion at December 31, 2022 to $5.24 billion at December 31, 2023. The increase was primarily due to increases in short-term borrowings from FHLBank and increases in brokered deposits, partially offset by the decrease in reverse repurchase agreements with customers.

Total deposits increased $36.8 million, or 0.8%, from $4.68 billion at December 31, 2022 to $4.72 billion at December 31, 2023. Transaction account balances decreased $140.1 million, from $3.25 billion at December 31, 2022 to $3.11 billion at December 31, 2023. Retail certificates of deposit decreased $73.1 million compared to December 31, 2022, to $948.2 million at December 31, 2023. Decreases in transaction account balances were primarily in certain NOW account types and non-interest-bearing checking accounts. Total interest-bearing checking increased $27.9 million and non-interest-bearing demand deposit accounts decreased $168.1 million, respectively. Customer retail time deposits initiated through our banking center network decreased $34.6 million and time deposits initiated through our national internet network decreased $34.9 million. Customer deposits at December 31, 2023 and December 31, 2022 totaling $8.8 million and $12.4 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. Brokered deposits increased $250.0 million to $661.5 million at December 31, 2023, compared to $411.5 million at December 31, 2022. Brokered deposits were utilized to fund growth in outstanding loans and to offset reductions in balances in other deposit categories. The Company has the capacity to further expand its use of brokered deposits if it chooses to do so. Of the total brokered deposits at December 31, 2023, $300.0 million were floating rate deposits which adjust daily based on the effective federal funds rate index.

The Company’s term Federal Home Loan Bank advances were $-0- at both December 31, 2023 and 2022. At December 31, 2023 and 2022, there were no borrowings from the FHLBank, other than overnight borrowings, which are included in the short-term borrowings category. The Company maintains the flexibility to utilize both overnight borrowings and short-term FHLBank advances depending on relative interest rates.

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Short-term borrowings and other interest-bearing liabilities increased $163.0 million, or 182.0%, from $89.6 million at December 31, 2022 to $252.6 million at December 31, 2023. The short-term borrowings included overnight FHLBank borrowings of $251.0 million at December 31, 2023, compared to $88.5 million at December 31, 2022. In January 2024, the Bank borrowed $180.0 million under the Federal Reserve Bank’s Bank Term Funding Program (BTFP). The borrowing, which matures in January 2025 and has a fixed interest rate of 4.83%, may be repaid in full or in part without penalty prior to its stated maturity date. The line is secured primarily by the Bank’s held-to-maturity investment securities, with total amount of assets pledged totaling approximately $191 million. These funds were primarily used to repay a portion of the Bank’s overnight borrowings from the FHLBank.

Securities sold under reverse repurchase agreements with customers decreased $106.0 million, or 59.9%, from $176.8 million at December 31, 2022 to $70.8 million at December 31, 2023. These balances fluctuate over time based on customer demand for this product.

Total stockholders’ equity increased $38.7 million, or 7.3%, from $533.1 million at December 31, 2022 to $571.8 million at December 31, 2023. The Company recorded net income of $67.8 million for the year ended December 31, 2023. In addition, total stockholders’ equity increased $2.5 million due to the issuance of the Company’s common stock upon stock option exercises. Accumulated other comprehensive income increased $10.9 million due to increases in the fair value of investment securities and the fair value of cash flow hedges, as a result of decreased market interest rate expectations. Total stockholders’ equity decreased $23.3 million due to repurchases of the Company’s common stock. Dividends declared on common stock, which also decreased total stockholders’ equity, were $19.1 million.

Results of Operations and Comparison for the Years Ended December 31, 2023 and 2022

General

Net income decreased $8.1 million, or 10.7%, during the year ended December 31, 2023, compared to the year ended December 31, 2022. Net income was $67.8 million for the year ended December 31, 2023 compared to $75.9 million for the year ended December 31, 2022. This decrease was primarily due to an increase in non-interest expense of $7.7 million, or 5.7%, a decrease in net interest income of $6.4 million, or 3.2%, and a decrease in non-interest income of $4.1 million, or 11.9%, partially offset by a decrease in provision for credit losses on loans and unfunded commitments of $9.3 million, and a decrease in provision for income taxes of $710,000, or 3.9%.

Total Interest Income

Total interest income increased $69.9 million, or 30.8%, during the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was due to a $66.2 million increase in interest income on loans and a $3.7 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to higher average rates of interest on loans and higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2023 compared to the year ended December 31, 2022, due to higher average balances of investment securities combined with higher average rates of interest on investment securities and other interest-earning assets, partially offset by a decrease in the average balance on other interest-earning assets.

Interest Income – Loans

During the year ended December 31, 2023 compared to the year ended December 31, 2022, interest income on loans increased $54.1 million as the result of higher average interest rates on loans. The average yield on loans increased from 4.69% during the year ended December 31, 2022 to 5.87% during the year ended December 31, 2023. This increase was primarily due to the repricing of floating rate loans in 2023 as market interest rates increased significantly and the origination of new fixed-rate loans at higher market interest rates. In addition, interest income on loans increased $12.1 million as a result of higher average loan balances, which increased from $4.39 billion during the year ended December 31, 2022, to $4.63 billion during the year ended December 31, 2023. The Company continued to originate loans at a pace similar to prior periods through the end of 2022, and overall loan repayments slowed in 2022 and 2023 compared to the level of repayments in 2021. Since the end of 2022, loan originations and net loan growth have been muted; however, some loan growth has come as a result of the funding of previously approved but unfunded balances on construction loans and the slowed loan repayments in 2023.

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In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $400 million with a contractual termination date in October 2025. As previously disclosed by the Company, on March 2, 2020, the Company and its swap counterparty mutually agreed to terminate this swap, effective immediately. The Company was paid $45.9 million, including accrued but unpaid interest, from its swap counterparty as a result of this termination. This $45.9 million, less the accrued to date interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and is being accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has had the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the periods. The Company recorded interest income related to the interest rate swap of $8.1 million in each of the years ended December 31, 2023 and December 31, 2022. At December 31, 2023, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income ratably in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

In March 2022, the Company entered into another interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap is $300 million with a contractual termination date of March 1, 2024. Under the terms of the swap, the Company received a fixed rate of interest of 1.6725% and paid a floating rate of interest equal to one-month USD-LIBOR (now the equivalent replacement USD-SOFR rate since USD-LIBOR rate is no longer available). The floating rate reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate exceeded one-month USD-SOFR, the Company received net interest settlements, which were recorded as loan interest income. If one-month USD-SOFR exceeded the fixed rate of interest, the Company paid net settlements to the counterparty and recorded those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to this swap transaction of $10.4 million in the year ended December 31, 2023, compared to a reduction of loan interest income related to this swap transaction of $941,000 in the year ended December 31, 2022. Based on market rates of interest in January 2024, the Company expects to record a reduction of loan interest income related to this swap of $1.9 million in the three months ending March 31, 2024, prior to the contractual termination date of March 1, 2024.

In July 2022, the Company entered into two additional interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, the Company receives a fixed rate of interest of 2.628% and pays a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, the Company receives a fixed rate of interest of 5.725% and pays a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate resets monthly and net settlements of interest due to/from the counterparty also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company receives net interest settlements, which are recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company pays net settlements to the counterparty and records those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to these swap transactions of $7.2 million in the year ended December 31, 2023. At December 31, 2023, the USD-Prime rate was 8.50% and the one-month USD-SOFR OIS rate was 5.34446%.

If market interest rates remain near their current levels, the Company’s interest rate swaps will continue to have a negative impact on net interest income.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $772,000 in the year ended December 31, 2023 compared to the year ended December 31, 2022. Interest income increased $488,000 due to an increase in average interest rates from 2.84% during the year ended December 31, 2022 to 2.91% during the year ended December 31, 2023. At December 31, 2023, the investment portfolio did not include a material amount of adjustable rate securities. Interest income increased $284,000 as a result of an increase in average balances from $675.6 million during the year ended December 31, 2022, to $685.5 million during the year ended December 31, 2023. Average balances of securities increased primarily due to purchases of agency multi-family mortgage-backed securities that have a fixed rate of interest with expected lives of four to ten years, which fits with the Company’s current asset/liability management strategies, partially offset by normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations.

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Interest income on other interest-earning assets increased $2.9 million in the year ended December 31, 2023 compared to the year ended December 31, 2022. Interest income increased $3.3 million as a result of higher average interest rates from 1.05% during the year ended December 31, 2022, to 5.04% during the year ended December 31, 2023. Partially offsetting that increase, interest income decreased $436,000 as a result of a decrease in average balances from $195.8 million during the year ended December 31, 2022, to $98.0 million during the year ended December 31, 2023. The increase in average interest rates was due to the increase in the rate paid on funds held at the Federal Reserve Bank. This rate was increased multiple times in 2022 and 2023 in conjunction with the increase in the Federal Funds target interest rate. The decrease in average balances was due to utilization of these funds in loan originations and securities purchases.

Total Interest Expense

Total interest expense increased $76.3 million, or 278.7%, during the year ended December 31, 2023, when compared with the year ended December 31, 2022, due to an increase in interest expense on deposits of $68.1 million, or 329.3%, an increase in interest expense on short-term borrowings of $6.4 million, or 603.6%, an increase in interest expense on securities sold under reverse repurchase agreements of $881,000, or 271.9%, and an increase in interest expense on subordinated debentures issued to capital trusts of $861,000, or 98.4%.

Interest Expense – Deposits

Interest expense on demand deposits increased $22.9 million due to an increase in average rates from 0.26% during the year ended December 31, 2022, to 1.30% during the year ended December 31, 2023. Interest rates paid on demand deposits were higher in 2023 due to significant increases in overall market rates in the latter half of 2022 and all of 2023. Partially offsetting that increase, interest on demand deposits decreased $293,000 due to a decrease in average balances from $2.32 billion in the year ended December 31, 2022, to $2.20 billion in the year ended December 31, 2023. The Company also experienced decreased balances in certain types of NOW accounts and IntraFi Network Reciprocal Deposits, mostly offset by increases in money market accounts, which generally have higher rates of interest than NOW accounts.

Interest expense on time deposits increased $19.8 million as a result of an increase in average rates of interest from 0.96% during the year ended December 31, 2022, to 2.97% during the year ended December 31, 2023. Interest expense on time deposits increased $1.1 million due to an increase in the average balance of time deposits from $890.5 million during the year ended December 31, 2022, to $991.2 million during the year ended December 31, 2023. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a higher rate of interest due to increases in market interest rates in the latter half of 2022 and throughout 2023 and targeted rate promotions during 2023.

Interest expense on brokered deposits increased $14.1 million, due to an increase in average balances from $252.3 million during the year ended December 31, 2022 to $611.8 million during the year ended December 31, 2023. Interest expense on brokered deposits also increased $10.4 million due to average rates of interest that increased from 2.44% in the year ended December 31, 2022 to 5.02% in the year ended December 31, 2023. Brokered deposits added during 2023 were at higher market rates than brokered deposits previously issued. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk.

The Company may use interest rate swaps from time to time to manage its interest rate risks from recorded financial liabilities, primarily brokered deposits. These interest rate swaps have allowed the Company to create funding of varying maturities at a variable rate that in the past has approximated three-month SOFR. In February 2023, the Company entered into five new interest rate swap transactions. At December 31, 2023, the Company had $95.0 million in interest rate swaps on brokered deposits, which were accounted for as fair value hedges. Subsequent to December 31, 2023, the Company elected to terminate these swaps prior to their contractual termination date in 2025. The Company received a net settlement payment from the swap counterparty totaling $26,500 upon termination. The Company did not utilize these types of interest rate swaps on brokered deposits in 2022 or 2021.

The Company’s net interest income was negatively impacted in 2023 by the high level of competition for deposits due to asset growth across the industry and the lingering effects of liquidity events at several banks in March 2023. The Company also had a substantial amount of time deposits maturing at relatively low rates in the second quarter of 2023, and these time deposits either renewed at

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higher rates or left the Company, in turn requiring their replacement with other funding sources at then-current, higher market rates. In addition, sporadically throughout 2023, the Company experienced a higher-than-normal reduction in balances of non-interest-bearing deposits. Customer balances in both non-interest-bearing checking and interest-bearing checking accounts fluctuated during the year ended December 31, 2023. As market interest rates for certain checking account types and time deposit accounts have increased, some customers have chosen to reallocate funds into higher-rate accounts. As of December 31, 2023, time deposit maturities over the next 12 months were as follows: within three months -- $394 million with a weighted-average rate of 3.82%; within three to six months -- $324 million with a weighted-average rate of 4.32%; and within six to twelve months -- $371 million with a weighted-average rate of 4.08%. Based on time deposit market rates in January 2024, replacement rates for these maturing time deposits are likely to be approximately 4.00-4.50%.

Interest Expense – FHLBank Advances; Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2023 and 2022. FHLBank overnight borrowings were utilized in 2023 and 2022.

Interest expense on reverse repurchase agreements increased $953,000 due to an increase in average rates during the year ended December 31, 2023 when compared to the year ended December 31, 2022. The average rate of interest was 1.47% for the year ended December 31, 2023, compared to 0.24% during the year ended December 31, 2022. The average balance of repurchase agreements decreased $50.4 million from $132.6 million in the year ended December 31, 2022 to $82.2 million in the year ended December 31, 2023, which was due to changes in customers’ desire for this product, which can fluctuate.

Interest expense on short-term borrowings (including overnight borrowings from the FHLBank) and other interest-bearing liabilities increased $3.8 million due to an increase in average balances from $48.5 million during the year ended December 31, 2022, to $142.9 million during the year ended December 31, 2023, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate. Most of this increase was due to the increased utilization of overnight borrowings from the FHLBank. In addition to this increase, interest expense on short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities increased $2.7 million due to average rates that increased from 2.20% in the year ended December 31, 2022, to 5.25% in the year ended December 31, 2023. Short-term market interest rates increased sharply in the latter half of 2022 and throughout 2023.

During the year ended December 31, 2023, compared to the year ended December 31, 2022, interest expense on subordinated debentures issued to capital trusts increased $861,000 due to higher average interest rates. The average interest rate was 3.40% in 2022, compared to 6.74% in 2023. The subordinated debentures are variable-rate debentures, as stated above. There was no change in the average balance of the subordinated debentures between 2022 and 2023.

In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, impacting the overall interest expense on the notes. Interest expense on subordinated notes increased $18,000 due to an increase in average balances from $74.1 million during the year ended December 31, 2022 to $74.4 million during the year ended December 31, 2023 due to this issuance cost amortization.

Net Interest Income

Net interest income for the year ended December 31, 2023 decreased $6.4 million, or 3.2%, to $193.2 million, compared to $199.6 million for the year ended December 31, 2022. Net interest margin was 3.57% for the year ended December 31, 2023, compared to 3.80% for the year ended December 31, 2022, a decrease of 23 basis points. The Company experienced increases in interest income on both loans and investment securities. The Company experienced increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements.

The Company’s overall interest rate spread decreased 62 basis points, or 17.1%, from 3.59% during the year ended December 31, 2022, to 2.97% during the year ended December 31, 2023. The decrease was due to a 178 basis point increase in the weighted average rate paid on interest-bearing liabilities, partially offset by a 116 basis point increase in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans increased 118 basis points, the yield on investment securities increased 7 basis

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points and the yield on other interest-earning assets increased 399 basis points. The rate paid on deposits increased 173 basis points, the rate paid on short-term borrowings and other interest-bearing liabilities increased 305 basis points, the rate paid on subordinated debentures issued to capital trusts increased 334 basis points and the rate paid on reverse repurchase agreements increased 123 basis points. Interest rates earned on loans and paid on deposits are affected by the mix of the loan and deposit portfolios, the stated maturity of loans and time deposits, the amount of fixed-rate and variable-rate loans and other repricing characteristics. Throughout 2022, competition for deposits was not as intense and market rates on deposits moved higher at a slower pace. In 2023, overall competition for deposits intensified as a few banks experienced significant liquidity issues in March 2023 and market rates moved higher more rapidly. Also, as market interest rates moved higher, some deposit holders chose to move funds into non-deposit investment products.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

The Company adopted ASU 2016 13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2021. The CECL methodology replaced the incurred loss methodology with a lifetime “expected credit loss” measurement objective for loans, held-to-maturity debt securities and other receivables measured at amortized cost at the time the financial asset is originated or acquired. This standard requires the consideration of historical loss experience and current conditions adjusted for reasonable and supportable economic forecasts.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term, as well as for changes in economic conditions, including but not limited to, changes in the national unemployment rate, commercial real estate price index, housing price index, consumer sentiment, gross domestic product (GDP) and construction spending.

Challenging or worsening economic conditions from higher inflation or interest rates, COVID-19 and subsequent variant outbreaks or similar events, global unrest or other factors may lead to increased losses in the portfolio and/or requirements for an increase in provision expense. Management maintains various controls in an attempt to identify and limit future losses, such as a watch list of problem loans and potential problem loans, documented loan administration policies and loan review staff to review the quality and anticipated collectability of the portfolio. Additional procedures provide for frequent management review of the loan portfolio based on loan size, loan type, delinquencies, financial analysis, ongoing correspondence with borrowers and problem loan workouts. Management determines which loans are collateral-dependent, evaluates risk of loss and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

During the year ended December 31, 2023, the Company recorded a provision expense of $2.3 million on its portfolio of outstanding loans, compared to a provision expense of $3.0 million for the year ended December 31, 2022. The Company experienced net charge offs of $1.1 million for the year ended December 31, 2023 compared to net charge offs of $274,000 for the year ended December 31, 2022. The Company recorded a negative provision for losses on unfunded commitments of $5.3 million for the year ended December 31, 2023, compared to provision expense of $3.2 million for the year ended December 31, 2022. General market conditions and unique circumstances related to specific industries and individual projects contribute to the level of provisions and charge-offs.

The Bank’s allowance for credit losses as a percentage of total loans was 1.39% at both December 31, 2023 and 2022. Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at December 31, 2023, based on recent reviews of the Bank’s loan portfolio and current economic conditions. If challenging economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional credit loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.

Non-performing Assets

As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.

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Non-performing assets at December 31, 2023, were $11.8 million, an increase of $8.1 million from $3.7 million at December 31, 2022. Non-performing assets as a percentage of total assets were 0.20% at December 31, 2023, compared to 0.07% at December 31, 2022.

Compared to December 31, 2022, non-performing loans increased $8.1 million to $11.7 million at December 31, 2023, and foreclosed assets decreased $27,000, to $23,000 at December 31, 2023. The majority of the increase in non-performing loans was in the non-performing commercial real estate loans category, which increased $9.0 million from December 31, 2022, primarily due to one loan relationship being added to the category in 2023.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2023, was as follows:

Transfers toTransfers to
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development384384
Commercial construction
One- to four-family residential722716(21)(31)(664)722
Other residential
Commercial real estate1,57910,991(2,018)10,552
Commercial business58647(602)31
Consumer399204(11)(123)(410)59
Total non-performing loans$3,670$11,958$(11)$$(21)$(154)$(3,694)$11,748
FDIC-assisted acquired loans included above$428$2,298$$$(21)$(31)$(412)$2,262

At December 31, 2023, the non-performing commercial real estate category included four loans, two of which were added during the year ended December 31, 2023. The largest relationship in this category, which totaled $8.1 million, or 76.4% of the total category, was added to non-performing loans during the three months ended June 30, 2023 and is collateralized by an office building in Missouri. The loan was classified due to a decline in occupancy resulting in a stressed cash flow. Occupancy has improved somewhat and lease income from the building has continued, and the Company has received some principal paydowns from the borrower. Another significant relationship was added to the commercial real estate category in the three months ended December 31, 2023. This relationship totaled $2.2 million and is collateralized by an assisted living facility in Wisconsin. The non-performing one- to four-family residential category included three loans. The largest relationship in this category, which was added during 2023 and is collateralized by a single-family home in the Kansas City metro area, totaled $543,000, or 75.2% of the total category. The non-performing land development category consisted of one loan added in 2021, which totaled $384,000 and is collateralized by unimproved zoned vacant ground in southern Illinois. The non-performing commercial business category consisted of two loans that totaled $31,000 to a single borrower, both of which were added during 2023. The non-performing consumer category included six loans, three of which were added during 2023.

Other Real Estate Owned and Repossessions. All of the total $23,000 of other real estate owned and repossessions at December 31, 2023 were acquired through foreclosure.

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Activity in foreclosed assets and repossessions during the year ended December 31, 2023, was as follows:

BeginningEnding
Balance,CapitalizedWrite-Balance,
January 1AdditionsSalesCostsDownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential21(21)
Other residential
Commercial real estate
Commercial business
Consumer5088(115)23
Total foreclosed assets and repossessions$50$109$(136)$$$23
FDIC-assisted acquired assets included above$$21$(21)$$$

The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans increased $5.8 million during the year ended December 31, 2023, from $1.6 million at December 31, 2022 to $7.4 million at December 31, 2023. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current repayment terms. These loans are not reflected in non-performing assets.

Activity in the potential problem loans category during the year ended December 31, 2023, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfers toForeclosedEnding
Balance,to PotentialPotentialNon-Assets andCharge-Balance,
January 1ProblemProblemPerformingRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development
Commercial construction
One- to four-family residential1,348167(1,016)(105)(236)158
Other residential7,1627,162
Commercial real estate
Commercial business
Consumer23060(143)(6)(5)(15)(67)54
Total potential problem loans$1,578$7,389$(1,159)$(111)$(5)$(15)$(303)$7,374
FDIC-assisted acquired loans included above$743$$(639)$$$$(4)$100

At December 31, 2023, the other residential (multi-family) category of potential problem loans included one loan, which totaled $7.2 million, and was added in 2023. This loan is collateralized by an apartment and retail project in Oklahoma City, OK. This loan was added to potential problems loans due to a decline in occupancy resulting in a stressed cash flow. The borrower continues to make schedule interest payments. At December 31, 2023, the one- to four-family residential category of potential problem loans included

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two loans. The largest relationship in this category totaled $99,000, or 62.5% of the total category. The consumer category of potential problem loans included six loans.

Loans Categorized as “Watch” and “Special Mention”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Multiple loan reviews take place on a continuous basis by credit risk and lending management. Reviews are focused on financial performance, occupancy trends, delinquency status, covenant compliance, collateral support, economic considerations and various other factors. Loans classified as “Watch” are being monitored due to indications of potential weaknesses or deficiencies that may require future reclassification as special mention or substandard. Loans classified as “Watch” decreased $20.4 million, from $28.7 million at December 31, 2022 to $8.3 million at December 31, 2023, primarily due to the combination of one large loan being upgraded to “Satisfactory,” one unrelated large loan being downgraded to “Substandard” and added to non-performing loans, and one unrelated loan being downgraded to “Special Mention.” While loans classified as “Special Mention” are not adversely classified, they are deserving of management’s close attention to ensure repayment prospects or the credit position of the assets does not deteriorate and expose the institution to elevated risk to warrant adverse classification at a future date. In the year ended December 31, 2023, loans classified as “Special Mention” increased $26.7 million as four loan relationships were downgraded from “Satisfactory.” In the year ended December 31, 2023, four loan relationships were downgraded from “Satisfactory.” The largest relationship consisted of four commercial business loans totaling $9.9 million at December 31, 2023 and is secured by business assets, equipment, accounts receivable and real estate. The relationship was added to the “Special Mention” category during 2023 due to stressed cash flow associated with business expansion. Since that time, the borrower has reduced debt by restructuring business operations, resulting in improved business cash flow and collateral margins. At December 31, 2023, a $9.6 million relationship was included in the “Special Mention” category. The balance represents a participation in a loan collateralized by a student housing project in Texas. The company is not the lead lender for this relationship. The project has suffered from rising debt service requirements and a decline in occupancy. A relationship totaling $4.4 million at December 31, 2023 was added to the “Special Mention” category in 2023. This relationship is collateralized by three assisted care facilities located in southwest Missouri. Business cash flow was negatively impacted by a labor shortage and a decrease in Medicaid reimbursement during 2022-2023. Monthly payments continue to amortize the loan balance. See Note 3 for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2023 was $30.1 million compared to $34.1 million for the year ended December 31, 2022. The decrease of $4.0 million, or 11.9%, was primarily as a result of the following items:

Point-of-sale and ATM fees: Point-of-sale and ATM fees decreased $1.4 million compared to the prior year. This decrease was primarily due to a portion of these transactions now being routed through channels with lower fees to the Company, which is expected to continue in future periods, and certain increases in related processing costs during the transition to a new debit card processor.

Other income: Other income decreased $1.2 million compared to the prior year. In 2022, a gain of $1.1 million was recognized on sales of fixed assets, with no similar transactions occurring in the current year.

Gain (loss) on derivative interest rate products: In 2023, the Company recognized a loss of $337,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans and the change in fair value on interest rate swaps related to brokered time deposits. In 2022, the Company recognized a gain of $321,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans.

Non-Interest Expense

Total non-interest expense increased $7.6 million, or 5.7%, from $133.4 million in the year ended December 31, 2022, to $141.0 million in the year ended December 31, 2023. The Company’s efficiency ratio for the year ended December 31, 2023 was 63.16%, compared to 57.05% for 2022. In the year ended December 31, 2023, the change in the efficiency ratio was primarily due to an increase in non-interest expense, and decreases non-interest income and net interest income. The Company’s ratio of non-interest expense to average assets was 2.47% for the year ended December 31, 2023 compared to 2.42% for the year ended December 31,

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2022. Average assets for the year ended December 31, 2023, increased $199.4 million, or 3.6%, from the year ended December 31, 2022, primarily due to increases in average net loans receivable.

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The following were significant items related to the increase in non-interest expense for the year ended December 31, 2023 as compared to the year ended December 31, 2022:

Salaries and employee benefits: Salaries and employee benefits increased $3.2 million from the prior year. A portion of this increase related to normal annual merit increases in various lending and operations areas. In 2023, some of these increases were larger than in previous years due to the current employment environment. Also, in the fourth quarter of 2023, the Company recorded expense totaling $441,000 related to discretionary bonuses awarded to various associates who have been involved significantly in the software and systems transition. In addition, compensation costs related to originated loans that are deferred under accounting rules decreased by $1.3 million in 2023 compared to 2022 (resulting in higher expense in 2023), as the volume of loans originated in 2023 decreased substantially compared to 2022.

Net occupancy expenses: Net occupancy expenses increased $2.4 million from the prior year. Various components of computer license and support expenses increased by $1.4 million in 2023 compared to 2022. In addition, various repairs and maintenance expenses increased by $252,000 in 2023 compared to 2022.

Insurance: Insurance expense increased $1.3 million from the prior year. The increase was primarily due to previously announced increases in deposit insurance rates for the FDIC’s Deposit Insurance Fund.

Legal, Audit and Other Professional Fees: Legal, audit and other professional fees increased $756,000 from the prior year, to $7.1 million. In 2023, the Company expensed a total of $4.0 million, primarily related to training and implementation costs for the upcoming core systems conversion and professional fees to consultants engaged to support the Company’s transition of core and ancillary software and information technology systems, compared to $3.1 million expensed in 2022. In addition, in 2022, the Company expensed $372,000 in fees related to the interest rate swaps initiated in July 2022, which was not repeated in 2023.

Provision for Income Taxes

For the years ended December 31, 2023 and 2022, the Company’s effective tax rate was 20.6% and 19.4%, respectively. These effective rates were near or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate. The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits, the level of tax-exempt investments and loans, the amount of taxable income in various state jurisdictions and the overall level of pre-tax income. State tax expense estimates continually evolve as taxable income and apportionment between states are analyzed. The Company’s effective income tax rate is currently generally expected to remain near the statutory federal tax rate due primarily to the factors noted above. The Company currently expects its effective tax rate (combined federal and state) will be approximately 20.5% to 21.5% in future periods.

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Average Balances, Interest Rates and Yields

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes interest received on non-accrual loans on a cash basis. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Net fees included in interest income were $5.7 million, $6.3 million and $11.2 million for 2023, 2022 and 2021, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.

Dec. 31,Year EndedYear EndedYear Ended
2023December 31, 2023December 31, 2022December 31, 2021
Yield/AverageYield/AverageYield/AverageYield/
RateBalanceInterestRateBalanceInterestRateBalanceInterestRate
(Dollars In Thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential3.88%$905,102$33,6933.72%$811,896$27,8533.43%$678,900$25,2513.72%
Other residential7.15822,95556,2746.84837,58243,1745.15922,73940,9984.44
Commercial real estate6.101,493,13087,6705.871,551,54173,1644.721,541,09565,8114.27
Construction7.90908,55865,9997.26679,52437,3705.50616,89927,6964.49
Commercial business6.50308,04918,3105.94292,82514,6154.99279,23215,4035.52
Other loans6.70181,6499,1255.02199,3368,8644.45220,78310,3474.69
Industrial revenue bonds (1)6.1012,4138817.1013,3387115.3314,5287635.25
Total loans receivable6.254,631,856271,9525.874,386,042205,7514.694,274,176186,2694.36
Investment securities (1)2.77685,49619,9422.91675,57119,1702.84447,94311,6892.61
Interest-earning deposits in other banks5.3498,0494,9415.04195,8172,0561.05552,0947150.13
Total interest-earning assets5.815,415,401296,8355.485,257,430226,9774.325,274,213198,6733.77
Non-interest-earning assets:
Cash and cash equivalents90,88196,35396,989
Other non-earning assets212,914166,007131,154
Total assets$5,719,196$5,519,790$5,502,356
Interest-bearing liabilities:
Interest-bearing demand and savings1.67$2,202,24228,5791.30$2,322,9155,9680.26$2,316,8904,0230.17
Time deposits3.79991,20229,4592.97890,5078,5460.961,076,4468,0900.75
Brokered deposits5.20611,82130,7195.02252,2816,1622.4484,6889891.17
Total deposits2.803,805,26588,7572.333,465,70320,6760.603,478,02413,1020.38
Securities sold under reverse repurchase agreements1.6682,2181,2051.47132,5953240.24143,757370.03
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities5.64142,8667,5005.2548,5301,0662.201,529
Subordinated debentures issued to capital trust7.2425,7741,7366.7425,7748753.4025,7744481.74
Subordinated notes5.9274,4304,4225.9474,1314,4225.97119,7807,1655.98
Total interest-bearing liabilities3.034,130,553103,6202.513,746,73327,3630.733,768,86420,7520.55
Non-interest-bearing liabilities:
Demand deposits949,0451,141,6601,061,716
Other liabilities88,67866,22444,260
Total liabilities5,168,2764,954,6174,874,840
Stockholders’ equity550,920565,173627,516
Total liabilities and stockholders’ equity$5,719,196$5,519,790$5,502,356
Net interest income:
Interest rate spread2.78%$193,2152.97%$199,6143.59%$177,9213.22%
Net interest margin*3.57%3.80%3.37%
Average interest-earning assets to average interest- bearing liabilities131.1%140.3%139.9%
Column 1Column 2
*Defined as the Company’s net interest income divided by total interest-earning assets.
Column 1Column 2
(1)Of the total average balance of investment securities, average tax-exempt investment securities were $56.0 million, $54.0 million and $42.3 million for 2023, 2022 and 2021, respectively. In addition, average tax-exempt industrial revenue bonds were $13.9 million, $16.4 million and $17.9 million in 2023, 2022 and 2021, respectively. Interest income on tax-exempt assets included in

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this table was $2.4 million, $2.2 million and $1.6 million for 2023, 2022 and 2021, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $2.1 million, $2.1 million and $1.6 million for 2023, 2022 and 2021, respectively.

Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.

Year EndedYear Ended
December 31, 2023 vs.December 31, 2022 vs.
December 31, 2022December 31, 2021
Increase (Decrease)TotalIncrease (Decrease)Total
Due toIncreaseDue toIncrease
RateVolume(Decrease)RateVolume(Decrease)
(In Thousands)
Interest-earning assets:
Loans receivable$54,141$12,060$66,201$14,512$4,970$19,482
Investment securities4882847721,0986,3837,481
Interest-earning deposits in other banks3,321(436)2,8851,475(134)1,341
Total interest-earning assets57,95011,90869,85817,08511,21928,304
Interest-bearing liabilities:
Demand deposits22,904(293)22,6111,935101,945
Time deposits19,8431,07020,9131,212(756)456
Brokered Deposits10,44914,10824,5571,8393,3345,173
Total deposits53,19614,88568,0814,9862,5887,574
Securities sold under reverse repurchase agreements953(72)881290(3)287
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities2,6843,7506,4343906761,066
Subordinated debentures issued to capital trust861861427427
Subordinated notes(18)18(20)(2,723)(2,743)
Total interest-bearing liabilities57,67618,58176,2576,0735386,611
Net interest income$274$(6,673)$(6,399)$11,012$10,681$21,693

Results of Operations and Comparison for the Years Ended December 31, 2022 and 2021

General

Net income increased $1.3 million, or 1.8%, during the year ended December 31, 2022, compared to the year ended December 31, 2021. Net income was $75.9 million for the year ended December 31, 2022 compared to $74.6 million for the year ended December 31, 2021. This increase was primarily due to an increase in net interest income of $21.7 million, or 12.2%, and a decrease in income tax expense of $1.5 million, or 7.5%, partially offset by an increase in provision for credit losses on loans and unfunded commitments of $11.9 million, or 207.4%, an increase in non-interest expense of $5.7 million, or 4.5%, and a decrease in non-interest income of $4.2 million, or 10.9%.

Total Interest Income

Total interest income increased $28.3 million, or 14.2%, during the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase was due to a $19.5 million increase in interest income on loans and an $8.8 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2022 compared to the year ended December 31, 2021, primarily due to higher average rates of interest on loans and higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2022 compared to the year ended December 31, 2021, due to higher average balances of investment securities combined with higher average rates of interest on investment securities and other interest-earning assets.

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Interest Income – Loans

During the year ended December 31, 2022 compared to the year ended December 31, 2021, interest income on loans increased due to higher average balances and average interest rates. Interest income increased $14.5 million as the result of higher average interest rates on loans. The average yield on loans increased from 4.36% during the year ended December 31, 2021 to 4.69% during the year ended December 31, 2022. This increase was primarily due to the repricing of floating rates and the origination of new loans at current market rates in 2022 as market interest rates began to increase significantly. In addition, interest income on loans increased $5.0 million as a result of higher average loan balances, which increased from $4.27 billion during the year ended December 31, 2021, to $4.39 billion during the year ended December 31, 2022. The Company continued to originate loans at a pace similar to prior periods, but overall loan repayments slowed in 2022 compared to the level of repayments in 2021.

Additionally, the Company’s interest income on loans included accretion of net deferred fees related to Paycheck Protection Program (PPP) loans originated in 2020 and 2021. Net deferred fees recognized in interest income were $502,000 and $5.5 million in the years ended December 31, 2022 and December 31, 2021, respectively.

In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $400 million with a contractual termination date in October 2025. As previously disclosed by the Company, in March 2020, the Company and its swap counterparty mutually agreed to terminate this swap prior to its contractual maturity. The Company was paid $45.9 million from its swap counterparty as a result of this termination. This $45.9 million, less the accrued to date interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and is being accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the periods. The Company recorded interest income related to the interest rate swap of $8.1 million in each of the years ended December 31, 2022 and December 31, 2021. At December 31, 2022, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income ratably in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

In March 2022, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap is $300 million with a contractual termination date of March 1, 2024. Under the terms of the swap, the Company received a fixed rate of interest of 1.6725% and paid a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement rate if USD-LIBOR rate is not available). The floating rate reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. The initial floating rate of interest was set at 0.2414%. To the extent that the fixed rate of interest exceeded one-month USD-LIBOR, the Company received net interest settlements, which were recorded as loan interest income. If one-month USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and recorded those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to this swap transaction of $941,000 in the year ended December 31, 2022.

In July 2022, the Company entered into two additional interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, beginning in May 2023, the Company will receive a fixed rate of interest of 2.628% and will pay a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, beginning in May 2023, the Company will receive a fixed rate of interest of 5.725% and will pay a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate will be reset monthly and net settlements of interest due to/from the counterparty will also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company will receive net interest settlements, which will be recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans. At December 31, 2022, the USD-Prime rate was 7.50% and the one-month USD-SOFR OIS rate was 4.06173%.

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Interest Income – Investments and Other Interest-earning Assets

Interest income on investments increased $7.5 million in the year ended December 31, 2022 compared to the year ended December 31, 2021. Interest income increased $6.4 million as a result of an increase in average balances from $447.9 million during the year ended December 31, 2021, to $675.6 million during the year ended December 31, 2022. Interest income increased $1.1 million due to an increase in average interest rates from 2.61% during the year ended December 31, 2021 to 2.84% during the year ended December 31, 2022, due to higher market rates of interest on investment securities purchased during 2022 compared to securities already in the portfolio. At December 31, 2022, the investment portfolio did not include a material amount of adjustable rate securities.

Interest income on other interest-earning assets increased $1.3 million in the year ended December 31, 2022 compared to the year ended December 31, 2021. Interest income increased $1.5 million as a result of higher average interest rates from 0.13% during the year ended December 31, 2021, to 1.05% during the year ended December 31, 2022. Interest income decreased $134,000 as a result of a decrease in average balances from $552.1 million during the year ended December 31, 2021, to $195.8 million during the year ended December 31, 2022. The increase in the average interest rate was primarily due to the increase in the rate paid on funds held at the Federal Reserve Bank. This rate was increased multiple times in 2022 in conjunction with the increase in the Federal Funds target interest rate.

Total Interest Expense

Total interest expense increased $6.6 million, or 31.9%, during the year ended December 31, 2022, when compared with the year ended December 31, 2021, due to an increase in interest expense on deposits of $7.6 million, or 57.8%, an increase in interest expense on short-term borrowings of $1.1 million, or 100.0%, an increase in interest expense on subordinated debentures issued to capital trusts of $427,000, or 95.3%, and an increase in interest expense on securities sold under reverse repurchase agreements of $287,000, or 775.7%, partially offset by a decrease in interest expense on subordinated notes of $2.7 million, or 31.9%.

Interest Expense – Deposits

Interest expense on demand deposits increased $1.9 million due to an increase in average rates from 0.17% during the year ended December 31, 2021, to 0.26% during the year ended December 31, 2022. In addition, interest on demand deposits increased $10,000 due to an increase of $6.0 million in average balances to $2.32 billion in the year ended December 31, 2022, when compared to the year ended December 31, 2021. Interest rates paid on demand deposits increased due to increases in the federal funds rate of interest and other market interest rates during 2022.

Interest expense on time deposits increased $1.2 million due to an increase in average rates of interest from 0.75% during the year ended December 31, 2021, to 0.96% during the year ended December 31, 2022. Partially offsetting that increase, interest expense on time deposits decreased $756,000 due to a decrease in the average balance of time deposits from $1.08 billion during the year ended December 31, 2021, to $891.5 million during the year ended December 31, 2022. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits in the latter half of 2022 generally resulted in the Company paying a higher rate of interest due to market interest rate increases during 2022. The decrease in average balances of time deposits was a result of decreases in retail time deposits obtained through the Company’s banking center network and time deposits obtained through on-line channels. On-line channel time deposits were actively reduced by the Company as other deposit sources increased. The Company reduced its rates on these types of time deposits and allowed these deposits to mature without replacement during 2021 and 2022.

Interest expense on brokered deposits increased $3.3 million, due to an increase in average balances from $84.7 million during the year ended December 31, 2021 to $252.3 million during the year ended December 31, 2022. Interest expense on brokered deposits also increased $1.8 million due to average rates of interest that increased from 1.17% in the year ended December 31, 2021 to 2.44% in the year ended December 31, 2022. Brokered deposits added during 2022 were at higher market rates than brokered deposits previously issued. The Company uses brokered deposits of select maturities and interest rate structures from time to time to supplement its various funding channels and to manage interest rate risk.

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Interest Expense - FHLBank Advances, Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2022 and 2021. FHLBank overnight borrowings were utilized in 2022, but were not utilized in 2021.

Interest expense on reverse repurchase agreements increased $290,000 due to an increase in average rates during the year ended December 31, 2022 when compared to the year ended December 31, 2021. The average rate of interest was 0.24% for the year ended December 31, 2022, compared to 0.03% during the year ended December 31, 2021. The average balances of repurchase agreements decreased $11.2 million from $143.8 million in the year ended December 31, 2021, to $132.6 million in the year ended December 31, 2022, resulting in little change in interest expense.

Interest expense on short-term borrowings and other interest-bearing liabilities increased $676,000 due to an increase in average balances from $1.5 million during the year ended December 31, 2021, to $48.5 million during the year ended December 31, 2022, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate. Most of this increase was due to the utilization of overnight borrowings from the FHLBank. In addition to this increase, interest expense on short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities increased $390,000 due to average rates that increased from 0.02% in the year ended December 31, 2021, to 2.20% in the year ended December 31, 2022.

During the year ended December 31, 2022, compared to the year ended December 31, 2021, interest expense on subordinated debentures issued to capital trusts increased $427,000 due to higher average interest rates. The average interest rate was 1.74% in 2021, compared to 3.40% in 2022. The interest rate on subordinated debentures is a floating rate indexed to the three-month LIBOR interest rate. There was no change in the average balance of the subordinated debentures between 2022 and 2021.

In August 2016, the Company issued $75 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In both cases, the issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, and therefore impact the overall interest expense on the notes. In August 2021, the Company completed the redemption of all of its 5.25% subordinated notes due August 15, 2026. The notes were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest. Interest expense on subordinated notes decreased $2.7 million due to a decrease in average balances from $119.8 million during the year ended December 31, 2021 to $74.1 million during the year ended December 31, 2022, due to lower average balances resulting from the redemption of the subordinated notes maturing in 2026.

Net Interest Income

Net interest income for the year ended December 31, 2022 increased $21.7 million, or 12.2%, to $199.6 million, compared to $177.9 million for the year ended December 31, 2021. Net interest margin was 3.80% for the year ended December 31, 2022, compared to 3.37% for the year ended December 31, 2021, an increase of 43 basis points. The Company experienced increases in interest income on both loans and investment securities. The Company experienced increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements, partially offset by a decrease in interest expense on subordinated notes.

The Company’s overall interest rate spread increased 37 basis points, or 11.5%, from 3.22% during the year ended December 31, 2021, to 3.59% during the year ended December 31, 2022. The increase was due to a 55 basis point increase in the weighted average yield on interest-earning assets and an 18 basis point increase in the weighted average rate paid on interest-bearing liabilities. In comparing the two years, the yield on loans increased 33 basis points, the yield on investment securities increased 23 basis points and the yield on other interest-earning assets increased 92 basis points. The rate paid on deposits increased 22 basis points, the rate paid on subordinated debentures issued to capital trusts increased 166 basis points, the rate paid on reverse repurchase agreements increased 21 basis points and the rate paid on subordinated notes decreased one basis point. In addition, the Company had outstanding overnight borrowings in the 2022 period, which had an average interest rate of 220 basis points compared to none in the 2021 period.

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During the year ended December 31, 2022, the mix of the Company’s assets shifted somewhat, with net increases in outstanding loan balances and investment securities. The Company used excess funds that were previously held on account at the Federal Reserve Bank to fund the increases in loans and investments. Loans increased $499.3 million and investment securities increased $192.1 million, while cash and cash equivalents decreased $548.7 million. Also, in the latter half of 2022, the mix of deposits changed somewhat, with non-time account balances trending lower and time deposit balances trending higher. The increased time deposits are a mix of shorter-term retail deposits, fixed-rate brokered deposits callable at the Company’s discretion and variable-rate brokered deposits. From time to time, the Company also utilized overnight borrowings from the FHLBank.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

During the year ended December 31, 2022, the Company recorded a provision expense of $3.0 million on its portfolio of outstanding loans, compared to a negative provision of $6.7 million for the year ended December 31, 2021. The negative provision for credit losses in 2021 reflected decreased outstanding total loans and continued positive trends in asset quality metrics, combined with an improved economic forecast. In 2021, the national unemployment rate continued to decrease and many measures of economic growth improved. The Company experienced net charge offs of $274,000 for the year ended December 31, 2022 compared to net recoveries of $116,000 for the year ended December 31, 2021. The provision for losses on unfunded commitments for the year ended December 31, 2022 was $3.2 million, compared to $939,000 for the year ended December 31, 2021. General market conditions and unique circumstances related to specific industries and individual projects contributed to the level of provisions and charge-offs. Collateral and repayment evaluations of all assets categorized as potential problem loans, non-performing loans or foreclosed assets were completed with corresponding charge-offs or reserve allocations made as appropriate.

The Bank’s allowance for credit losses as a percentage of total loans was 1.39% and 1.49% at December 31, 2022 and 2021, respectively.

Non-performing Assets

Non-performing assets at December 31, 2022, were $3.7 million, a decrease of $2.3 million from $6.0 million at December 31, 2021. Non-performing assets as a percentage of total assets were 0.07% at December 31, 2022, compared to 0.11% at December 31, 2021.

Compared to December 31, 2021, non-performing loans decreased $1.7 million to $3.7 million at December 31, 2022, and foreclosed assets decreased $538,000 to $50,000 at December 31, 2022. Non-performing commercial real estate loans were $1.6 million, or 43.0%, of total non-performing loans at December 31, 2022. Nonperforming one-to four-family residential loans were $722,000, or 19.6%, of the total non-performing loans at December 31, 2022. Non-performing commercial business loans were $586,000, or 16.0%, of total non-performing loans at December 31, 2022. Non-performing land development loans were $384,000, or 10.5%, of total nonperforming loans at December 31, 2022. Non-performing consumer loans were $399,000, or 10.9%, of the total non-performing loans at December 31, 2022.

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Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2022, was as follows:

Transfers toTransfers to
BeginningAdditions toRemovedPotentialForeclosedEnding
Balance,Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development468(84)384
Commercial construction
One- to four-family residential2,216519(90)(279)(37)(1,607)722
Other residential
Commercial real estate2,006238(665)1,579
Commercial business586586
Consumer733168(74)(9)(92)(327)399
Total non-performing loans$5,423$1,511$(90)$(353)$(9)$(213)$(2,599)$3,670
FDIC-assisted acquired loans included above$1,736$272$$$$$(1,580)$428

At December 31, 2022, the non-performing commercial real estate category included three loans, one of which was added during 2022. The largest relationship in this category, which totaled $1.3 million, or 83.3% of the total category, was transferred from potential problem loans in 2021 and is collateralized by a mixed use commercial retail building. The non-performing one- to four-family residential category included 23 loans, four of which were added during 2022. The largest relationship in this category, totaled $158,000, or 21.8% of the total category. The non-performing land development category consisted of one loan, which totaled $384,000 and is collateralized by unimproved zoned vacant ground in southern Illinois. The non-performing commercial business category consisted of two loans that totaled $586,000 to a single borrower, both of which were added during the fourth quarter of 2022 and subsequently paid off with no loss in the first quarter of 2023. The non-performing consumer category included 23 loans, 11 of which were added during 2022.

Other Real Estate Owned and Repossessions. Of the total $233,000 of other real estate owned and repossessions at December 31, 2022, $183,000 represents properties which were not acquired through foreclosure.

Activity in foreclosed assets and repossessions during the year ended December 31, 2022, was as follows:

BeginningEnding
Balance,CapitalizedBalance,
January 1AdditionsSalesCostsWrite-DownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development315(300)(15)
Commercial construction
One- to four-family residential183(175)(8)
Other residential
Commercial real estate
Commercial business
Consumer90344(384)50
Total foreclosed assets and repossessions$588$344$(859)$$(23)$50
FDIC-assisted acquired assets included above$498$$(475)$$(23)$

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The Company sold its three remaining foreclosed real estate properties in 2022. The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans decreased $402,000 during the year ended December 31, 2022, from $2.0 million at December 31, 2021 to $1.6 million at December 31, 2022. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current repayment terms. These loans are not reflected in non-performing assets.

Activity in the potential problem loans category during the year ended December 31, 2022, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfersForeclosedEnding
Balance,to PotentialPotentialto Non-Assets andBalance,
January 1ProblemProblemPerformingRepossessionsCharge-OffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction15(15)
Land development
Commercial construction
One- to four-family residential1,432279(275)(88)1,348
Other residential
Commercial real estate210(44)(166)
Commercial business
Consumer323161(58)(37)(27)(9)(123)230
Total potential problem loans$1,980$440$(333)$(37)$(27)$(53)$(392)$1,578
FDIC-assisted acquired loans included above$1,004$$$$$(44)$(217)$743

At December 31, 2022, the one- to four- family residential category of potential problem loans included 22 loans, one of which was added during the year ended December 31, 2022. The largest relationship in this category totaled $159,000, or 11.8% of the total category. The consumer category of potential problem loans included 26 loans, 17 of which were added during the year ended December 31, 2022.

Loans Classified “Watch”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as “Watch” are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. In the year ended December 31, 2022, loans classified as “Watch” decreased $2.0 million, from $30.7 million at December 31, 2021 to $28.7 million at December 31, 2022 primarily due to loans being upgraded out of the “Watch” category, partially offset by loans being downgraded to the “Watch” category. See Note 3 to the accompanying audited financial statements, which are included in Item 8 of this report, for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2022 was $34.1 million compared with $38.3 million for the year ended December 31, 2021. The decrease of $4.2 million, or 10.9%, was primarily as a result of the following items:

Net gains on loan sales: Net gains on loan sales decreased $6.9 million compared to the prior year. The decrease was due to a decrease in originations of fixed-rate single-family mortgage loans during 2022 compared to 2021. Fixed-rate single-family mortgage loans originated are generally subsequently sold in the secondary market. These loan originations increased substantially when market interest rates decreased to historically low levels in 2020 and 2021. As a result of the significant volume of refinance activity in 2022

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and 2021, and as market interest rates moved higher beginning in the second quarter of 2022, mortgage refinance volume decreased and fixed rate loan originations and related gains on sales of these loans decreased substantially.

Other income: Other income increased $1.3 million compared to the prior year. In 2022, a gain of $1.0 million was recognized on sales of fixed assets. Also in 2022, the Company recorded a one-time bonus of $500,000 from its card processor for achieving certain benchmarks related to debit card activity.

Overdraft and Insufficient funds fees: Overdraft and Insufficient funds fees increased $1.2 million compared to the prior year. It appears that consumers continued to spend significantly in 2022, but some may have lower account balances as prices for goods and services increased and government stimulus payments received by consumers in 2020 and 2021 were exhausted.

Point-of-sale and ATM fees: Point-of-sale and ATM fees increased $676,000 compared to the prior year. This increase was mainly due to increased customer debit card transactions in 2022 compared to 2021. In the latter half of 2021 and through 2022, debit card usage by customers rebounded and was back to historical levels, and in many cases, increased levels of activity. However, during the three months ended December 31, 2022, debit card usage and revenue to Great Southern decreased a bit compared to recent quarterly periods. It appears that debit card transaction volumes may have decreased and customers may be using credit cards for more transactions instead.

Non-Interest Expense

Total non-interest expense increased $5.7 million, or 4.5%, from $127.7 million in the year ended December 31, 2021, to $133.4 million in the year ended December 31, 2022. The Company’s efficiency ratio for the year ended December 31, 2022 was 57.05%, compared to 59.03% for 2021. The higher efficiency ratio in 2021 was primarily due to an increase in non-interest expense (primarily from the significant IT consulting expense and related contract termination liability incurred in December 2021), partially offset by an increase in total revenue. Excluding this consulting expense and contract termination liability, the Company’s efficiency ratio was 56.57% in 2021. In the year ended December 31, 2022, the improvement in the efficiency ratio was primarily due to an increase in net interest income, as a result of increased loan and investment balances and increased market interest rates compared to the year ended December 31, 2021, partially offset by increased non-interest expense. The Company’s ratio of non-interest expense to average assets was 2.42% for the year ended December 31, 2022 compared to 2.32% for the year ended December 31, 2021. Average assets for the year ended December 31, 2022, increased $17.4 million, or 0.3%, from the year ended December 31, 2021, primarily due to increases in net loans receivable and investment securities, partially offset by a decrease interest-bearing cash equivalents.

The following were key items related to the increase in non-interest expense for the year ended December 31, 2022 as compared to the year ended December 31, 2021:

Salaries and employee benefits: Salaries and employee benefits increased $5.0 million from the prior year. A portion of this increase related to normal annual merit increases in various lending and operations areas. In 2022, many of these increases were larger than in previous years due to the employment environment. Also, in the second quarter of 2022, the Company paid a special cash bonus to all employees totaling $1.1 million in response to the rapid and significant increases in prices for many goods and services. In addition, the Phoenix and Charlotte, North Carolina loan offices were opened in 2022, with the operation of these offices adding approximately $727,000 of salaries and benefits expense in the 2022 year.

Other operating expenses: Other operating expenses increased $1.7 million from the prior year, to $8.3 million. Of this increase, $443,000 related to deposit account fraud losses and $219,000 related to charitable contributions.

Provision for Income Taxes

For the years ended December 31, 2022 and 2021, the Company’s effective tax rate was 19.4% and 20.9%, respectively. These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.

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Liquidity

Liquidity is a measure of the Company’s ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company’s management of the ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its borrowers’ credit needs. At December 31, 2023, the Company had commitments of approximately $14.0 million to fund loan originations, $1.21 billion of unused lines of credit and unadvanced loans, and $16.5 million of outstanding letters of credit.

Loan commitments and the unfunded portion of loans at the dates indicated were as follows (in thousands):

December 31,December 31,December 31,December 31,December 31,
20232022202120202019
Closed non-construction loans with unused available lines
Secured by real estate (one- to four-family)$203,964$199,182$175,682$164,480$155,831
Secured by real estate (not one- to four-family)23,75222,27319,512
Not secured by real estate - commercial business82,435104,45291,78677,41183,782
Closed construction loans with unused available lines
Secured by real estate (one-to four-family)101,545100,66974,50142,16248,213
Secured by real estate (not one-to four-family)719,0391,444,4501,092,029823,106798,810
Loan commitments not closed
Secured by real estate (one-to four-family)12,34716,81953,52985,91769,295
Secured by real estate (not one-to four-family)48,153157,645146,82645,86092,434
Not secured by real estate - commercial business11,76350,14512,920699
$1,179,246$2,073,362$1,671,025$1,261,908$1,267,877

The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2023. Additional information regarding these contractual obligations is discussed further in Notes 6, 8, 9, 10, 11, 12, 13 and 18 of the accompanying audited financial statements, which are included in Item 8 of this Report.

Payments Due In:
One Year orOver One toOver Five
LessFive YearsYearsTotal
(In Thousands)
Deposits without a stated maturity$3,111,978$$$3,111,978
Time and brokered certificates of deposit1,188,266420,4061,0581,609,730
Short-term borrowings323,453323,453
Subordinated debentures25,77425,774
Subordinated notes74,57974,579
Operating leases1,3134,6101,8997,822
Dividends declared but not paid4,7224,722
$4,629,732$425,016$103,310$5,158,058

The Company’s primary sources of funds are customer deposits, brokered deposits, short-term borrowings at the FHLBank, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities, and funds provided from operations. The Company utilizes various sources of funds based on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds. Since mid-2022, the Company has

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increased the interest rates it pays on many deposit products. The Company has also utilized both fixed-rate and floating-rate brokered deposits of varying terms, as well as overnight FHLBank borrowings.

At December 31, 2023 and 2022, the Company had these available secured lines and on-balance sheet liquidity:

December 31, 2023December 31, 2022
Federal Home Loan Bank line$919.1 million$1,005.1 million
Federal Reserve Bank line448.7 million397.0 million
Cash and cash equivalents211.3 million168.5 million
Unpledged securities – Available-for-sale352.8 million371.8 million
Unpledged securities – Held-to-maturity191.7 million202.5 million

Statements of Cash Flows. During the years ended December 31, 2023, 2022 and 2021, the Company had positive cash flows from operating activities. The Company experienced negative cash flows from investing activities during the years ended December 31, 2023 and 2022, and positive cash flows from investing activities during the year ended December 31, 2021. The Company experienced positive cash flows from financing activities during the years ended December 31, 2023 and 2022, and negative cash flows from financing activities during the year ended December 31, 2021.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for credit losses, realized gains on the sale of investment securities and loans, depreciation and amortization and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held-for-sale were the primary sources of cash flows from operating activities. Operating activities provided cash flows of $80.7 million, $84.8 million and $93.7 million during the years ended December 31, 2023, 2022 and 2021, respectively.

During the years ended December 31, 2023, 2022 and 2021, investing activities used cash of $88.2 million, used cash of $819.5 million and provided cash of $181.9 million, respectively, primarily due to the net increases and purchases of loans (2023 and 2022) and investment securities (2022 and 2021), partially offset by cash received from the proceeds of repayments from investment securities in each year. During 2021, investing activities provided cash as net loan repayments exceeded the purchase of loans and investment securities.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are primarily due to changes in deposits after interest credited, changes in short-term borrowings, redemption of subordinated notes, purchases of the Company’s common stock and dividend payments to stockholders. Financing activities provided cash flows of $50.3 million and $186.0 million during the years ended December 31, 2023 and 2022, respectively, primarily due to net increases in customer deposit balances and net increases or decreases in various borrowings, partially offset by dividend payments to stockholders and purchases of the Company’s common stock. Financing activities used cash flows of $122.2 million during the year ended December 31, 2021, as dividend payments to stockholders, redemption of subordinated notes and purchases of the Company’s common stock exceeded the net increase in deposits.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

As of December 31, 2023, total stockholders’ equity and common stockholders’ equity were each $571.8 million, or 9.8% of total assets, equivalent to a book value of $48.44 per common share. As of December 31, 2022, total stockholders’ equity and common stockholders’ equity were each $533.1 million, or 9.4% of total assets, equivalent to a book value of $43.58 per common share. At December 31, 2023, the Company’s tangible common equity to tangible assets ratio was 9.7%, compared to 9.2% at December 31, 2022. Included in stockholders’ equity at December 31, 2023 and 2022, were unrealized losses (net of taxes) on the Company’s available-for-sale investment securities totaling $40.5 million and $47.2 million, respectively. This change in net unrealized loss during 2023 primarily resulted from decreasing intermediate-term market interest rates (which generally increased the fair value of investment securities) during the first three months of 2023, followed by increasing intermediate-term market interest rates (which

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generally decreased the fair value of investment securities) during the period from March 31, 2023 through September 30, 2023. In the three months ended December 31, 2023, intermediate-term market interest rates decreased significantly (which once again generally increased the fair value of investment securities).

In addition, included in stockholders’ equity at December 31, 2023, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $11.1 million. This amount, plus associated deferred taxes, is expected to be accreted to interest income over the remaining term of the original interest rate swap contract, which was to end in October 2025. At December 31, 2023, the remaining pre-tax amount to be recorded in interest income was $14.4 million. The net effect on total stockholders’ equity over time will be no impact as the reduction of this realized gain will be offset by an increase in retained earnings (as the interest income flows through pre-tax income).

Also included in stockholders’ equity at December 31, 2023, were unrealized losses (net of taxes) on the Company’s three outstanding cash flow hedges (three interest rate swaps) totaling $13.0 million. Significant increases in market interest rates since the inception of these hedges have caused their fair values to decrease; however, market interest rates decreased in the three months ended December 31, 2023, causing the fair values of these swaps to increase in that period.

As noted above, total stockholders’ equity increased $38.7 million, from $533.1 million at December 31, 2022 to $571.8 million at December 31, 2023. Stockholders’ equity increased due to the Company recording net income of $67.8 million for the year ended December 31, 2023 and increased by $2.5 million due to stock option exercises during 2023. AOCI (loss) decreased $10.9 million (increase to stockholders’ equity) during the year ended December 31, 2023, primarily due to changes in the market value of available-for-sale securities and changes in the fair value of cash flow hedges. Partially offsetting these increases were repurchases of the Company’s common stock totaling $23.3 million and dividends declared on common stock of $19.1 million.

The Company also had unrealized losses on its portfolio of held-to-maturity investment securities, which totaled $23.8 million at December 31, 2023, that were not included in its total capital balance. If these held-to-maturity unrealized losses were included in capital (net of taxes), this would have decreased total stockholder’s equity by $18.0 million at December 31, 2023. This amount was equal to 3.1% of total stockholders’ equity of $571.8 million at that date.

Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Under current guidelines, which became effective January 1, 2015, banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. To be considered “well capitalized,” banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On December 31, 2023, the Bank’s common equity Tier 1 capital ratio was 13.1%, its Tier 1 capital ratio was 13.1%, its total capital ratio was 14.3% and its Tier 1 leverage ratio was 11.6%. As a result, as of December 31, 2023, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2022, the Bank’s common equity Tier 1 capital ratio was 11.9%, its Tier 1 capital ratio was 11.9%, its total capital ratio was 13.1% and its Tier 1 leverage ratio was 11.5%. As a result, as of December 31, 2022, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2023, the Company’s common equity Tier 1 capital ratio was 11.9%, its Tier 1 capital ratio was 12.4%, its total capital ratio was 15.2% and its Tier 1 leverage ratio was 11.0%. On December 31, 2022, the Company’s common equity Tier 1 capital ratio was 10.6%, its Tier 1 capital ratio was 11.0%, its total capital ratio was 13.5% and its Tier 1 leverage ratio was 10.6%.

In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. Both the Company and the Bank had a capital conservation buffer that exceeded the required minimum levels at December 31, 2023 and 2022.

Dividends. During the year ended December 31, 2023, the Company declared common stock cash dividends of $1.60 per share (28.5% of net income per common share) and paid common stock cash dividends of $1.60 per share. During the year ended December 31, 2022, the Company declared common stock cash dividends of $1.56 per share (25.9% of net income per common share) and paid

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common stock cash dividends of $1.52 per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The $0.40 per share dividend declared but unpaid as of December 31, 2023, was paid to stockholders in January 2024.

Common Stock Repurchases and Issuances. The Company has been in various buy-back programs since May 1990. During the years ended December 31, 2023 and 2022, the Company repurchased 449,622 shares of its common stock at an average price of $51.38 per share and 1,043,804 shares of its common stock at an average price of $59.25 per share, respectively. During the years ended December 31, 2023 and 2022, the Company issued 22,762 shares of stock at an average price of $38.83 per share and 146,601 shares of stock at an average price of $42.69 per share, respectively, to cover stock option exercises.

In December 2022, the Company’s Board of Directors authorized the purchase of up to one million shares of the Company’s outstanding common stock, under a program of open market purchases or privately negotiated transactions. As of December 31, 2023, a total of approximately 728,000 shares remained available in the Company’s stock repurchase authorization.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the Company’s common stock would contribute to the overall growth of stockholder value. The number of shares that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company. The primary factors typically include the number of shares available in the market from sellers at any given time, the market price of the stock and the projected impact on the Company’s earnings per share and capital.

Non-GAAP Financial Measures

This document contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United State (“GAAP”). These non-GAAP financial measures include the efficiency ratio excluding consulting expense and related contract termination liability and the tangible common equity to tangible assets ratio.

We calculate the efficiency ratio excluding consulting expense and related contract termination liability by subtracting from the non-interest expense component of the ratio the consulting expense and contract termination fee we incurred during 2021 in connection with the evaluation of our core and ancillary software and information technology systems. We had no such expenses or fees during 2022 or 2023. Management believes the efficiency ratio calculated in this manner better reflects our core operating performance and makes this ratio more meaningful when comparing our operating results to different periods.

In calculating the ratio of tangible common equity to tangible assets, we subtract period-end intangible assets from common equity and from total assets. Management believes that the presentation of this measure excluding the impact of intangible assets provides useful supplemental information that is helpful in understanding our financial condition and results of operations, as it provides a method to assess management’s success in utilizing our tangible capital as well as our capital strength. Management also believes that providing a measure that excludes balances of intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that this is a standard financial measure used in the banking industry to evaluate performance.

These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of non-GAAP measures, this presentation may not be comparable to other similarly titled measures as calculated by other companies.

Non-GAAP Reconciliation: Efficiency Ratio Excluding Consulting Expense and Related Contract Termination Liability

Year Ended
December 31, 2021
(Dollars in Thousands)
Reported non-interest expense/ efficiency ratio$127,63559.03%
Less: Impact of one-time consulting expense and related contract termination liability5,3182.46
Core non-interest expense/ efficiency ratio$122,31756.57%

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There were no non-GAAP adjustments to the efficiency ratio for years other than 2021.

Non-GAAP Reconciliation: Ratio of Tangible Common Equity to Tangible Assets

December 31,December 31,December 31,December 31,December 31,
20232022202120202019
(Dollars In Thousands)
Common equity at period end$571,829$533,087$616,752$629,741$603,066
Less: Intangible assets at period end10,52710,8136,0816,9448,098
Tangible common equity at period end (a)$561,302$522,274$610,671$622,797$594,968
Total assets at period end$5,812,402$5,680,702$5,449,944$5,526,420$5,015,072
Less: Intangible assets at period end10,52710,8136,0816,9448,098
Tangible assets at period end (b)$5,801,875$5,669,889$5,443,863$5,519,476$5,006,974
Tangible common equity to tangible assets (a) / (b)9.67%9.21%11.22%11.28%11.88%

FY 2022 10-K MD&A

SEC filing source: 0001410578-23-000244.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-13. Report date: 2022-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table sets forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by FORVIS, LLP, formerly BKD, LLP. See Item 8. “Financial Statements and Supplementary Information.”  Results for past periods are not necessarily indicative of results that may be expected for any future period.

December 31,
20222021202020192018
(Dollars In Thousands)
Summary Statement of Financial Condition Information:
Assets$5,680,702$5,449,944$5,526,420$5,015,072$4,676,200
Loans receivable, net4,511,6474,016,2354,314,5844,163,2243,990,651
Allowance for credit losses on loans63,48060,75455,74340,29438,409
Available-for-sale securities490,592501,032414,933374,175243,968
Held-to-maturity securities202,495
Other real estate and repossessions, net2332,0871,8775,5258,440
Deposits4,684,9104,552,1014,516,9033,960,1063,725,007
Total borrowings and other interest- bearing liabilities366,481238,713339,863412,374397,594
Stockholders’ equity (retained earnings substantially restricted)533,087616,752629,741603,066531,977
Common stockholders’ equity533,087616,752629,741603,066531,977
Average loans receivable4,386,0424,274,1764,399,2594,155,7803,910,819
Average total assets5,519,7905,502,3565,323,4264,855,0074,503,326
Average deposits4,607,3634,539,7404,330,2713,889,9103,556,240
Average stockholders’ equity565,173627,516622,437571,637498,508
Number of deposit accounts232,688229,942229,470228,247227,240
Number of full-service offices9293949799

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For the Year Ended December 31,
20222021202020192018
(In Thousands)
Summary Statement of Income Information:
Interest income:
Loans$205,751$186,269$204,964$223,047$198,226
Investment securities and other21,22612,40412,73911,9477,723
226,977198,673217,703234,994205,949
Interest expense:
Deposits20,67613,10232,43145,57027,957
Federal Home Loan Bank advances3,985
Securities sold under reverse repurchase agreements32437311931
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities1,0666443,616734
Subordinated debentures issued to capital trust8754486281,019953
Subordinated notes4,4227,1656,8314,3784,097
27,36320,75240,56554,60237,757
Net interest income199,614177,921177,138180,392168,192
Provision (credit) for credit losses on loans3,000(6,700)15,8716,1507,150
Provision for unfunded commitments3,187939
Net interest income after provision (credit) for credit losses and provision for unfunded commitments193,427183,682161,267174,242161,042
Non-interest income:
Commissions1,2081,2638928891,137
Overdraft and insufficient funds fees7,8726,6866,4818,2498,688
Point-of-sale and ATM fee income and service charges15,70515,02912,20312,64913,007
Net gain on loan sales2,5849,4638,0892,6071,788
Net realized gain (loss) on sales of available-for-sale securities(130)78(62)2
Late charges and fees on loans1,1821,4341,4191,4321,622
Gain (loss) on derivative interest rate products321312(264)(104)25
Gain recognized on sale of business units7,414
Other income5,3994,1306,1525,2972,535
34,14138,31735,05030,95736,218
Non-interest expense:
Salaries and employee benefits75,30070,29070,81063,22460,215
Net occupancy and equipment expense28,47129,16327,58226,21725,628
Postage3,3793,1643,0693,1983,348
Insurance3,1973,0612,4052,0152,674
Advertising3,2613,0722,6312,8082,460
Office supplies and printing8678481,0161,0771,047
Telephone3,1703,4583,7943,5803,272
Legal, audit and other professional fees6,3306,5552,3782,6243,423
Expense on other real estate and repossessions3596272,0232,1844,919
Acquired deposit intangible asset amortization7688631,1541,1901,562
Other operating expenses8,2646,5346,3637,0216,762
133,366127,635123,225115,138115,310
Income before income taxes94,20294,36473,09290,06181,950
Provision for income taxes18,25419,73713,77916,44914,841
Net income$75,948$74,627$59,313$73,612$67,109

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At or For the Year Ended December 31,
20222021202020192018
(Number of Shares In Thousands)
Per Common Share Data:
Basic earnings per common share$6.07$5.50$4.22$5.18$4.75
Diluted earnings per common share6.025.464.215.144.71
Cash dividends declared1.561.402.362.071.20
Book value per common share43.5846.9845.7942.2937.59
Average shares outstanding12,51713,55814,04314,20114,132
Year-end actual shares outstanding12,23113,12813,75314,26114,151
Average fully diluted shares outstanding12,60713,67414,10414,33014,260
Earnings Performance Ratios:
Return on average assets(1)1.38%1.36%1.11%1.52%1.49%
Return on average stockholders’ equity(2)13.4411.899.5312.8813.46
Non-interest income to average total assets0.620.700.660.640.80
Non-interest expense to average total assets2.422.322.312.372.56
Average interest rate spread(3)3.593.223.233.623.75
Year-end interest rate spread3.633.203.083.283.60
Net interest margin(4)3.803.373.493.953.99
Efficiency ratio(5)57.0559.0358.0754.4856.41
Net overhead ratio(6)1.801.621.661.731.76
Common dividend pay-out ratio(7)25.9125.6456.0640.2725.48
Asset Quality Ratios (8):
Allowance for credit losses/year-end loans1.39%1.49%1.32%1.00%0.98%
Non-performing assets/year-end loans and foreclosed assets0.080.150.090.190.29
Allowance for credit losses/non-performing loans1,729.691,120.311,831.86891.66609.67
Net charge-offs/average loans0.010.000.010.100.13
Gross non-performing assets/year end assets0.070.110.070.160.25
Non-performing loans/year-end loans0.080.130.070.110.16
Balance Sheet Ratios:
Loans to deposits96.30%88.23%95.52%105.13%107.13%
Average interest-earning assets as a percentage of average interest-bearing liabilities140.32139.94132.49127.50126.47
Capital Ratios:
Average common stockholders’ equity to average assets10.2%11.4%11.7%11.8%11.1%
Year-end tangible common stockholders’ equity to tangible assets(9)9.211.211.311.911.2
Great Southern Bancorp, Inc.:
Tier 1 capital ratio11.013.412.712.511.9
Total capital ratio13.516.317.215.014.4
Tier 1 leverage ratio10.611.310.911.811.7
Common equity Tier 1 ratio10.612.912.212.011.4
Great Southern Bank:
Tier 1 capital ratio11.914.113.713.112.4
Total capital ratio13.115.414.914.013.3
Tier 1 leverage ratio11.511.911.812.312.2
Common equity Tier 1 ratio11.914.113.713.112.4
Column 1Column 2
(1)Net income divided by average total assets.
Column 1Column 2
(2)Net income divided by average stockholders’ equity.

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Column 1Column 2
(3)Yield on average interest-earning assets less rate on average interest-bearing liabilities.
Column 1Column 2
(4)Net interest income divided by average interest-earning assets.
Column 1Column 2
(5)Non-interest expense divided by the sum of net interest income plus non-interest income.
Column 1Column 2
(6)Non-interest expense less non-interest income divided by average total assets.
Column 1Column 2
(7)Cash dividends per common share divided by earnings per common share.
Column 1Column 2
(8)Prior to January 1, 2021, the ratio excluded the FDIC-assisted acquired loans.
Column 1Column 2
(9)Non-GAAP Financial Measure. For additional information, including a reconciliation to GAAP, see “– Non-GAAP Financial Measures.”

Forward-looking Statements

When used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), in the Company’s press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, and labor shortages might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the remaining effects of the COVID-19 pandemic, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic; (iv) fluctuations in interest rates and the effects of inflation, a potential recession or slower economic growth caused by changes in energy prices or supply chain disruptions; (v) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (vi) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (vii) the Company’s ability to access cost-effective funding; (viii) fluctuations in real estate values and both residential and commercial real estate market conditions; (ix) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (x) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xi) legislative or regulatory changes that adversely affect the Company’s business; (xii) changes in accounting policies and practices or accounting standards; (xiii) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xiv) costs and effects of litigation, including settlements and judgments; (xv) competition; (xvi) uncertainty regarding the future of LIBOR and potential replacement indexes; and (xvii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in this report, including, without limitation, those described under “Item 1A. Risk Factors,” and from time to time in other documents filed or furnished by the Company with the SEC, could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Credit Losses and Valuation of Foreclosed Assets

The Company believes that the determination of the allowance for credit losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated credit losses. The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified and/or TDR loans with a balance greater than or equal to $100,000 which are classified or restructured troubled debt, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, disposable income and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to historical averages using a straight-line method. The forecast adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications unless there is a reasonable expectation that a troubled debt restructuring will be executed. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

See Note 3 “Loans and Allowance for Credit Losses” included in Item 1 for additional information regarding the allowance for credit losses. Inherent in this process is the evaluation of individual significant credit relationships. From time to time certain credit relationships may deteriorate due to payment performance, cash flow of the borrower, value of collateral, or other factors. In these instances, management may revise its loss estimates and assumptions for these specific credits due to changing circumstances. In some cases, additional losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit. Significant changes were made to management’s overall methodology for evaluating the allowance for credit losses during the periods presented in the financial statements of this report due to the adoption of ASU 2016-13.

On January 1, 2021, the Company adopted the new accounting standard related to the Allowance for Credit Losses. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. See Note 3 of the accompanying financial statements for additional information.

In addition, the Company considers that the determination of the valuations of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sales of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar

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properties, the amount that the Company realizes from the sales of the assets could differ materially from the carrying value reflected in the financial statements, resulting in losses that could adversely impact earnings in future periods.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of December 31, 2022, the Company has one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value amount exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At December 31, 2022, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and related deposits in the St. Louis market. Other identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years. In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on the university’s campus in Springfield, Missouri. The terms of the agreement provide the naming rights to Great Southern Bank for a total cost of $5.5 million, to be paid over a period of seven years. The Company expects to amortize the intangible asset through non-interest expense over a period not to exceed 15 years. At December 31, 2022, the amortizable intangible assets consisted of core deposit intangibles of $53,000 and the arena naming rights of $5.4 million. These amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value. See Note 1 of the accompanying audited financial statements for additional information.

For purposes of testing goodwill for impairment, the Company used a market approach to value its reporting unit. The market approach applies a market multiple, based on observed purchase transactions for each reporting unit, to the metrics appropriate for the valuation of the operating unit. Significant judgment is applied when goodwill is assessed for impairment. This judgment may include developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables and incorporating general economic and market conditions.

Based on the Company’s goodwill impairment testing, management does not believe any of the Company’s goodwill or other intangible assets were impaired as of December 31, 2022. While management believes no impairment existed at December 31, 2022, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

Current Economic Conditions

Changes in economic conditions could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for credit losses, or capital that could negatively affect the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity. Following the housing and mortgage crisis and correction beginning in mid-2007, the United States entered an economic downturn. Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009. Economic conditions improved in the subsequent years, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels. The U.S. economy continued to operate at historically strong levels until the COVID-19 pandemic in March 2020, which severely affected tourism, labor markets, business travel, immigration and the global supply chain, among other areas. The economy plunged into recession in the first quarter of 2020, as efforts to contain the spread of the coronavirus forced all but essential business activity, or any work that could not be done from home, to stop, shuttering factories, restaurants, entertainment, sports events, retail shops, personal services, and more. Currently, the pandemic continues to recede and is thus becoming less disruptive to the U.S. and global economies. While there are likely to be future waves of the virus, governments, households and businesses are increasingly adept at adjusting to the virus.

More than 22 million jobs in the U.S. were lost in March and April 2020 as businesses closed their doors or reduced their operations, sending employees home on furlough or layoffs. Hunkered down at home with uncertain incomes and limited buying opportunities,

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consumer spending plummeted. As a result, gross domestic product (GDP), the broadest measure of the nation’s economic output, plunged. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), a fiscal relief bill passed by Congress and signed by the President in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and loans to small businesses that would help keep employees on their payroll, fueling a historic bounce-back in economic activity.

Total fiscal support to the economy throughout the pandemic, including the CARES Act passed into law in March 2020, the American Rescue Plan of March 2021, and several smaller fiscal packages, totaled well over $5 trillion. The amount of this support was equal to almost 25% of pre-pandemic 2019 GDP and approximately three times that provided during the global financial crisis of 2007-2008.

Additionally, the Federal Reserve slashed its benchmark interest rate to near zero and ensured credit availability to businesses, households, and municipal governments. The Federal Reserve’s efforts largely insulated the financial system from the problems in the economy, a significant difference from the financial crisis of 2007-2008. Purchases of Treasury and agency mortgage-backed securities totaling $120 billion each month by the Federal Reserve commenced shortly after the pandemic began. In November 2021, the Federal Reserve began to taper its quantitative easing (QE), winding down its bond purchases with its final open market purchase conducted on March 9, 2022.

The Federal Reserve raised the federal funds interest rate 4.25% in 2022 and indicates that it expects to continue to further tighten monetary policy. Policymakers are strongly signaling they will raise rates further into 2023, and that they will allow the Fed’s balance sheet to shrink through quantitative tightening. The federal government deficit was $2.8 trillion in fiscal 2021, close to $1.4 trillion in fiscal 2022, and is expected to narrow to $850 billion in fiscal 2023. The publicly traded debt-to-GDP ratio is near 95%, up from 80% prior to the pandemic and 35% prior to the global financial crisis. Real gross domestic product (GDP) increased at an annual rate of 2.9% in the fourth quarter of 2022 according to the “advance” estimate released by the Bureau of Economic Analysis. In the third quarter of 2022, real GDP increased 3.2%. The increase in the fourth quarter of 2022 primarily reflected increases in inventory investment and consumer spending that were partly offset by a decrease in housing investment.

Prompting the Fed to take such a hawkish policy stance is the painfully high inflation, prompted largely by pandemic-related disruptions to global supply chains and labor markets, and Russia’s invasion of Ukraine, which pushed up oil and other commodity prices. Adding to the pressure to act is the resilient growth in jobs, low unemployment in the mid-3s (consistent with full employment), and overly strong wage growth. The unemployment rate returned to its post-pandemic low of 3.5%, and it did so even as the labor force expanded by 439,000 and the participation rate edged higher to 62.3%. The unemployment rate was down or unchanged across most major demographic groups. However, the least educated workers saw an increase in joblessness from 4.4% to 5%. The Fed increased the fed funds rate by 50 basis points at the December 2022 meeting of the Federal Open Market Committee and by another 25 basis points at its meeting on January 31 – February 1, 2023. This brought the funds rate target to 4.5% to 4.75%. The Fed also continues to allow the assets on its balance sheet, including more than $8 trillion remaining in Treasury and mortgage-backed securities, to mature and prepay. Nearly $100 billion in securities are expected to run off monthly.

Persistent shortages of materials and labor and snags in supply chains have caused prices to vault higher for months. The annual increase in the inflation rate as of December 2022 was 6.5% compared to December 2021 as measured by the consumer price index.

The recently passed Inflation Reduction Act raises nearly $750 billion over the next decade through higher taxes on large corporations and wealthy individuals and lower Medicare prescription drug costs, to pay for nearly $450 billion in tax credits and deductions and additional government spending to address climate change and lower health insurance premiums for Americans who benefit from the Affordable Care Act. The remaining more than $300 billion is intended to go toward reducing future budget deficits.

OPEC’s recent decision to cut its production quotas has pushed oil prices back up toward $100 per barrel. Prices had slumped to less than $90 per barrel on a weaker global economy and oil demand, the strong U.S. dollar, and the European Union’s slow implementation of sanctions on its imports of Russian oil.

Ten-year Treasury yields are close to 4% as global bond investors digest the implications of the Fed’s aggressive monetary actions. Yields are consistent with their estimated long-run equilibrium, which is consistent with Moody’s Analytic’s estimate of nominal potential GDP growth of 4% (2% long-run inflation plus 2% real potential GDP growth).

Employment

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The national unemployment rate edged down to 3.5% in December 2022, a decrease from 3.9% in December 2021. The number of unemployed individuals decreased to 5.7 million, with the economy adding 223,000 jobs in December 2022. The economy has added 4.5 million jobs for a total of more than 10.7 million new jobs over the past two years. Unemployment levels have now recovered to pre-pandemic levels as of February 2020 when the unemployment rate registered at 3.5% and there were 5.7 million unemployed individuals.

Notable job gains occurring in December 2022 were in the leisure and hospitality, healthcare, construction and social assistance sectors. Job cuts in technology and housing have occurred in recent months due to concerns of a recession as the Federal Reserve aggressively tightens monetary policy to quell inflation.

As of December 2022, the labor force participation rate (the share of working-age Americans employed or actively looking for a job) remained little changed at 62.3%. The unemployment rate for the Midwest, where the Company conducts most of its business, has decreased from 4% in December 2021 to 3.6% in December 2022. Unemployment rates for December 2022 in the states where the Company has a branch or loan production offices were Arizona at 4.0%, Arkansas at 3.6%, Colorado at 3.3%, Georgia at 3.0%, Illinois at 4.7%, Iowa at 3.1%, Kansas at 2.9%, Minnesota at 2.5%, Missouri at 2.8%, Nebraska at 2.6%, North Carolina at 3.9%, Oklahoma at 3.4%, and Texas at 3.9%. Of the metropolitan areas in which the Company does business, most are below the national unemployment rate of 3.5% for December 2022, with the major outlier being Chicago at 4.2%.

Single Family Housing

Sales of new single-family houses in December 2022 were at a seasonally adjusted annual rate of 616,000, according to U.S. Census Bureau and Department of Housing and Urban Development estimates. This is 2.3% above the revised November 2022 rate of 602,000 but 28.6% below the December 2021 estimate of 839,000. An estimated 644,000 new homes were sold in 2022. This is 16.4% below the 2021 total of 771,000.

The median new home sales price in December 2022 was $442,100, up from $410,000 in December 2021. The average sales price in December 2022 of $528,400 was up from $491,000 in December 2021. The inventory of new homes for sale, at an estimated 461,000 at the end of December 2022, would support 9.0 months of sales at the current sales rate.

National existing-home sales in December 2022 declined for the eleventh consecutive month to a seasonally adjusted annual rate of 4.02 million. Sales were down 1.5% from November 2022 and 34.0% from December 2021. Existing–home sales in the Midwest slid 1.0% from November 2022 to an annual rate of 1.01 million in December 2022, falling 30.3% from December 2021 sales.

The median existing-home sales price nationally as of December 30, 2022 climbed 2.3% to $366,900 from $358,800 as of December 2021. This marked 130 consecutive months of year-over-year increases, the longest running streak on record. The median price in the Midwest was $262,000, up 2.9% from the prior year median Midwest price.

Nationally, properties on average remained on the market for 26 days in December 2022, up from 24 days in November 2022 and 19 days in December 2021.

The inventory of unsold existing homes at the end of December 2022 was 970,000, which was down 13.4% from November 2022 but up 10.2% from December 2021. Unsold inventory in December 2022 represents 2.9 months’ supply at the current monthly sales pace, down from 3.3 months in November but up from 1.7 months in December 2021.

The housing market continues to feel the impact of sharply rising mortgage rates and higher inflation on housing affordability. If consumer price inflation continues to remain at current levels, mortgage rates can be expected to move higher. Additionally, while home prices have consistently increased due to tight supply, prices may decline as available inventory increases due to lower demand.

First-time buyers accounted for 31% of sales in December 2022, up from 28% in November 2022 and 30% in December 2021.

According to Freddie Mac, the average commitment rate for a 30-year, conventional, fixed-rate mortgage was 6.33% as of December 2022 which is up from 3.56% as of December 2021. The average for all of 2022 was 5.34%.

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Multi-Family Housing and Commercial Real Estate

During 2021, multi-family demand significantly outpaced supply additions and drove rent growth to new records. In 2022, demand receded well below new deliveries as economic uncertainty held back household formations. With new deliveries outpacing demand, national year-over-year rent growth pulled back dramatically from 11.0% to 3.1%

Midwest and Northeast markets fared the best over the past 12 months, with rent growth down marginally. St. Louis and Kansas City registered 2022 annual rent growth of 5.7%, which remains significantly higher than their 5-year pre-pandemic average. The overall downward movement of rents may continue during 2023 as the risk of recession hangs over the economy, holding back multifamily demand.

Nationally, absorption totaled only 141,000 units in 2022, well below the record totals posted in 2021 but also below average compared to pre-pandemic figures. This is a concern as the majority of demand occurred during the first two quarters of the year and trended much weaker in the second half of 2022. The tempering of demand was likely due to rising inflation cutting into potential renter households’ budgets.

The moderating absorption nationally conversely hit at an inopportune time, as 435,000 new units were delivered during the fourth quarter of 2022. The resulting supply/demand imbalance pushed the vacancy rate up to up to 6.5%. While no oversupply of multifamily exists nationally, there are several markets in which construction deliveries have outpaced recent demand growth.

Vacancy rates in 1 & 2 Star and the 3 Star properties remain below the national 6.3% vacancy rate. On the other side of the price spectrum, 4 & 5 Star assets have recently been witnessing a vacancy rate increase after hitting an all-time low in the third quarter of 2021 of 6.4%. The 4 & 5 Star vacancy rate since then has increased to 8.3% at the end of 2022.

As most new developments are luxury mid- and high-rise buildings, a slowing of demand at this price point will immediately impact overall vacancy rates. New developments at the luxury price point cannot readily increase demand for their units by trying to draw 3 Star households with large concession packages. Therefore, the potential demand for newly developed 4 & 5 Star properties remains dependent on an expanding pool of high-income renter households.

Investment capital remained focused on the multifamily sector during the fourth quarter of 2022, as multifamily transaction activity topped the four major real estate sectors. However, the combination of rising interest rates, more expensive debt and lower pro-forma rents may lead to 4 and 5 Star cap rates rising during 2023. Some investors have already moved to the sidelines as they await further signaling on the direction of economic growth and the Federal Reserve’s inflation fighting.

As of December 31, 2022, national multifamily market vacancy rates increased to 6.4%. Our market areas reflected the following apartment vacancy levels as of December 2022: Springfield, Missouri at 3.1%, St. Louis at 8.7%, Kansas City at 6.7%, Minneapolis at 7.4%, Tulsa, Oklahoma at 8.1%, Dallas-Fort Worth at 8.2 %, Chicago at 5.4%, Atlanta at 9.0%, Phoenix at 9.2%, Denver at 7.7% and Charlotte, North Carolina at 8.8%.

Job growth in major office-using industries turned negative at the end of 2022. The pace of layoffs accelerated, especially in the technology sector, which had previously been in an expansion mode. Uncertainty remains the prevailing theme, as firms continue to debate workplace schedules and assess real estate requirements. Multiple factors could stress both office leasing and sales activity and pricing in the office market going forward; including higher interest rates and subsequent cost of debt, slowing economic growth and a continued shift to remote and hybrid workplace schedules. The current oversupply of available space, both existing and forthcoming, point to downside risk with a full recovery in the office market likely a long-term proposition.

As of December 31, 2022, national office vacancy rates increased to 12.7% from 12.5% as of September 30, 2022, while our market areas reflected the following vacancy levels at December 31, 2022: Springfield, Missouri at 4.3%, St. Louis at 10.2%, Kansas City at 10.6%, Minneapolis at 10.9%, Tulsa, Oklahoma at 11.3%, Dallas-Fort Worth at 17.7%, Chicago at 15.2%, Atlanta at 14.2%, Denver at 14.7%, Phoenix at 15.2% and Charlotte, North Carolina at 12.1%.

The retail sector remains in expansion mode despite growing headwinds from inflation and rising interest rates. Overall, consumers continue to spend at a very healthy clip, though the increased cost of necessities such as food, gas, and housing are starting to weigh on the real growth of spending for non-essential goods. Leasing activity for smaller spaces is being overwhelmingly driven by growth

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in quick service restaurants and cellular service retailers. While demand for retail space is on the rise, construction activity continues to fall. Most recent construction activity has consisted of single-tenant build-to-suits or smaller ground floor spaces in mixed-use developments. Due to growing demand and minimal new supply, vacancy rates declined across most retail segments as of fourth quarter of 2022. Rents increased at 3.8% over the most recent 12 month period, with retail tenants appearing to shrug off concerns surrounding inflation, rising interest rates and a potential recession. However, rent growth has slowed in each of the past two quarters and is forecast to decelerate further over coming quarters due to above-average inflation.

During the fourth quarter of 2022, national retail vacancy rates declined slightly to 4.2% while our market areas reflected the following vacancy levels: Springfield, Missouri at 3.3%, St. Louis at 5.1%, Kansas City at 4.2%, Minneapolis at 3.1%, Tulsa, Oklahoma at 3.2%, Dallas-Fort Worth at 4.7%, Chicago at 5.4%, Atlanta at 3.8%, Phoenix at 5.2%, Denver at 4.0%, and Charlotte, North Carolina at 3.5 %.

The U.S. has been in the midst of a historic boom in household spending on retail goods (both online and in store), all of which need to be stored in logistics properties across the country before reaching the end consumer. U.S. industrial leasing has held up remarkably well despite rising interest rates and stubbornly high inflation rates eroding household purchasing power. Even when adjusted for inflation, consumer goods sales are still booming and coming in well above their pre-pandemic growth trend every month.

The supply of U.S. industrial properties is set to grow by almost 4% in 2023, marking the fastest pace of supply growth the market has seen in more than three decades. Construction starts on new industrial projects peaked during the first three quarters of 2022. With typical construction times for these projects of about one year, deliveries look set to remain elevated throughout 2023. Amid increased concerns of rising interest rates causing values of newly-delivered projects to dip below replacement costs, developers pulled back 30-40% on construction starts during fourth quarter of 2022. This pullback signals that by spring 2024, the number of new projects completing construction each quarter will begin to slow. This slowdown will somewhat be mitigated by the planned opening of 18+ electric vehicle, battery and semiconductor plants across the U.S. during 2024-2025 which may result in millions of additional square footage leasing over that period.

A decline in rent growth during 2024-25 is anticipated due the elevated deliveries with industrial rent growth already slowing heading into 2023, from the 3% quarterly gains recorded a year ago to 2% quarterly growth as of first quarter 2023. Increases in rent growth look unlikely in 2023, as landlords may be contending with a high number of speculative development projects completing at a time when 2022’s sharp interest rate increases will likely still be weighing on the macro economy.

At December 31, 2022, national industrial vacancy rates increased slightly to 4.2% over the previously recorded record low of 4.0% during third quarter 2022. Our market areas reflected the following vacancy levels: Springfield, Missouri at 1.2%, St. Louis at 4.2%, Kansas City at 3.3%, Minneapolis at 3.0%, Tulsa, Oklahoma at 4.2%, Dallas-Fort Worth at 5.7%, Chicago at 3.9%, Atlanta at 3.9%, Phoenix at 4.9%, Denver at 6.0% and Charlotte, North Carolina at 5.3%.

Our management will continue to monitor regional, national, and global economic indicators such as unemployment, GDP, housing starts and prices, consumer sentiment, commercial real estate price index and commercial real estate occupancy, absorption and rental rates, as these could significantly affect customers in each of our market area.

COVID-19 Impact to Our Business and Response

Great Southern continues to monitor and respond to the effects of the COVID-19 pandemic. As always, the health, safety and well-being of our customers, associates and communities, while maintaining uninterrupted service, are the Company’s top priorities. Centers for Disease Control and Prevention (CDC) guidelines, as well as directives from federal, state and local officials, are being closely followed to make informed operational decisions, if necessary.

Customers can conduct their banking business using our banking center network, online and mobile banking services, ATMs, Telephone Banking, and online account opening services.

COVID-19 infection rates currently are relatively low in our markets and the CDC has relaxed most restrictions that were previously in place. In some cases those restrictions have been replaced with recommendations. Also, states and local municipalities may restrict certain activities from time to time. Our business is currently operating normally, similar to operations prior to the onset of the

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COVID-19 pandemic. We continue to monitor infection rates and other health and economic indicators to ensure we are prepared to respond to future challenges, should they arise.

Paycheck Protection Program Loans

Great Southern actively participated in the Paycheck Protection Program (“PPP”) through the SBA. In total, we originated approximately 3,250 PPP loans, totaling approximately $179 million. SBA forgiveness was approved and processed, and full repayment proceeds were received by us, for virtually all of these PPP loans during 2021 and early 2022.

Great Southern received fees from the SBA for originating PPP loans based on the amount of each loan. At December 31, 2022, there were no material remaining net deferred fees related to PPP loans. The fees, net of origination costs, were deferred in accordance with standard accounting practices and accreted to interest income on loans over the contractual life of each loan. If loans are repaid prior to their contractual maturity date, remaining deferred fees are accreted to interest income at that time. In the years ended December 31, 2022 and 2021, Great Southern recorded approximately $502,000 and $5.5 million, respectively, of net deferred fees in interest income on PPP loans.

General

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on its net interest income, as well as provisions for credit losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

In the year ended December 31, 2022, Great Southern’s total assets increased $230.8 million, or 4.2%, from $5.45 billion at December 31, 2021, to $5.68 billion at December 31, 2022. Full details of the current year changes in total assets are provided below, under “Comparison of Financial Condition at December 31, 2022 and December 31, 2021.”

Loans. In the year ended December 31, 2022, Great Southern’s net loans increased $499.3 million, or 12.5%, from $4.01 billion at December 31, 2021, to $4.51 billion at December 31, 2022. This increase was primarily in one- to four-family residential loans, construction loans, other residential (multi-family) loans, and commercial real estate loans. As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline and credit quality, we cannot be assured that our loan growth will match or exceed the average level of growth achieved in prior years. The Company’s strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

Recent growth has occurred in some loan types, primarily other residential (multi-family), commercial real estate and one- to four family residential real estate, and in most of Great Southern’s primary lending locations, including Springfield, St. Louis, Kansas City, Des Moines and Minneapolis, as well as our loan production offices in Atlanta, Charlotte, Chicago, Dallas, Denver, Omaha, Phoenix and Tulsa. Certain minimum underwriting standards and monitoring help assure the Company’s portfolio quality. Great Southern’s loan committee reviews and approves all new loan originations in excess of lender approval authorities. Generally, the Company considers commercial construction, consumer, other residential (multi-family) and commercial real estate loans to involve a higher degree of risk compared to some other types of loans, such as first mortgage loans on one- to four-family, owner-occupied residential properties. For other residential (multi-family), commercial real estate, commercial business and construction loans, the credits are subject to an analysis of the borrower’s and guarantor’s financial condition, credit history, verification of liquid assets, collateral, market analysis and repayment ability. It has been, and continues to be, Great Southern’s practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. To minimize construction risk, projects are monitored as construction draws are requested by comparison to budget and with progress verified through property inspections. The geographic and product diversity of collateral, equity requirements and limitations on speculative construction projects help to mitigate overall risk in these loans. Underwriting standards for all loans also include loan-to-value ratio limitations which vary depending on collateral type, debt service coverage ratios or debt payment to income ratio guidelines, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Consumer loans, other than home equity loans, are primarily secured by new and used motor vehicles and

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these loans are also subject to certain minimum underwriting standards to assure portfolio quality. In 2019, the Company discontinued indirect auto loan originations.

Of the total loan portfolio at December 31, 2022 and 2021, 89.4% and 88.1%, respectively, was secured by real estate, as this is the Bank’s primary focus in its lending efforts. At December 31, 2022 and 2021, commercial real estate and commercial construction loans were 50.8% and 52.6% of the Bank’s total loan portfolio, respectively. Commercial real estate and commercial construction loans generally afford the Bank an opportunity to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. They do, however, present somewhat greater risk to the Bank because they may be more adversely affected by conditions in the real estate markets or in the economy generally. At December 31, 2022, loans made in the Springfield, Missouri metropolitan statistical area (Springfield MSA) comprised 7% of the Bank’s total loan portfolio, compared to 8% at December 31, 2021. The Company’s headquarters are located in Springfield and we have operated in this market since 1923. Loans made in the St. Louis metropolitan statistical area (St. Louis MSA) comprised 18% of the Bank’s total loan portfolio at December 31, 2022, compared to 19% at December 31, 2021. The Company’s expansion into the St. Louis MSA beginning in May 2009 has provided an opportunity to not only diversify from the Springfield MSA, but also has provided access to a larger economy with increased lending opportunities despite higher levels of competition. Loans made in the St. Louis MSA are primarily commercial real estate, commercial business and other residential (multi-family) loans, which are less likely to be impacted by the higher levels of unemployment rates, as mentioned above under “Current Economic Conditions,” than if the focus were on one- to four-family residential and consumer loans. For further discussions of the Bank’s loan portfolio, and specifically, commercial real estate and commercial construction loans, see “Item 1. Business – Lending Activities.”

The percentage of fixed-rate loans in our loan portfolio has been as much as 44% in recent years and was 38% as of December 31, 2022. The majority of the increase in fixed rate loans over the past few years was in commercial real estate, which typically has short durations within our portfolio. Of the total amount of fixed rate loans in our portfolio as of December 31, 2022, approximately 78% mature within the next five years and therefore are not considered to create significant long-term interest rate risk for the Company. Fixed rate loans make up only a portion of our balance sheet and our overall interest rate risk strategy. As of December 31, 2022, our interest rate risk models indicated a one-year interest rate earnings sensitivity position that is moderately positive in an increasing rate environment. For further discussion of our interest rate sensitivity gap and the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.” For discussion of the risk factors associated with interest rate changes, see “Risk Factors – We may be adversely affected by interest rate changes.”

While our policy allows us to lend up to 95% of the appraised value on one-to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. Private mortgage insurance is typically required for loan amounts above the 80% level. Few exceptions occur and would be based on analyses which determined minimal transactional risk to be involved. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At December 31, 2022, 0.2% of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At December 31, 2021, 0.3% of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At December 31, 2022 and 2021, an estimated 0.2% and 0.2%, respectively, of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

At December 31, 2022, TDRs totaled $2.9 million, or 0.06% of total loans, a decrease of $902,000 from $3.9 million, or 0.1% of total loans, at December 31, 2021. Concessions granted to borrowers experiencing financial difficulties may include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. For TDRs occurring during the year ended December 31, 2022, none were restructured into multiple new loans. For TDRs occurring during the year ended December 31, 2021, one loan totaling $45,000 was restructured into multiple new loans. For further information on TDRs, see Note 3 of the Notes to Consolidated Financial Statements contained in this report.

The level of non-performing loans and foreclosed assets affects our net interest income and net income. We generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.

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The Company continues its preparation for discontinuation of use of interest rates such as LIBOR. LIBOR is a benchmark interest rate referenced in a variety of agreements used by the Company, but by far the most significant area impacted by LIBOR is related to commercial and residential mortgage loans. After 2021, certain LIBOR rates may no longer be published and it is expected to eventually be discontinued as a reference rate by June 2023. Other interest rates used globally could be discontinued for similar reasons.

The Company has been regularly monitoring its portfolio of loans tied to LIBOR since 2019, with specific groups of loans identified. The Company implemented LIBOR fallback language for all commercial loan transactions near the end of 2018, with such language utilized for all commercial loan originations and renewals/modifications since that time. The Company is monitoring the remaining group of loans that were originated prior to the fourth quarter of 2018, and have not been renewed or modified since that time. At December 31, 2022, this represented approximately 29 commercial loans totaling approximately $49 million; however, only 24 of those loans, totaling $40 million, mature after June 2023 (the date upon which the LIBOR indices used by the Company are expected to no longer be available). The Company also has a portfolio of residential mortgage loans tied to LIBOR indices with standard index replacement language included (approximately $359 million at December 31, 2022), and that portfolio is being monitored for potential changes that may be facilitated by the mortgage industry. The vast majority of the loan portfolio tied to LIBOR now includes LIBOR replacement language that identifies “trigger” events for the cessation of LIBOR and the steps that the Company will take upon the occurrence of one or more of those events, including adjustments to any rate margin to ensure that the replacement interest rate on the loan is substantially similar to the previous LIBOR-based rate.

Available-for-sale Securities. In the year ended December 31, 2022, available-for-sale securities decreased $10.4 million, or 2.1%, from $501.0 million at December 31, 2021, to $490.6 million at December 31, 2022. The decrease was primarily due to $226.5 million in available-for-sale securities being transferred to held-to-maturity during the year and calls of municipal securities and normal monthly payments received related to the portfolio of U.S. Government agency mortgage-backed securities and collateralized mortgage obligations. In determining securities that were elected to be transferred to the held-to-maturity category, the Company reviewed all of its investment securities purchased prior to 2022 and determined that certain of those securities, for various reasons, would likely be held to their maturity or full repayment prior to contractual maturity. The decrease was mostly offset with purchases of U.S. Government agency fixed-rate single-family and multi-family mortgage-backed securities and collateralized mortgage obligations. The Company used excess liquid funds and loan repayments to fund this increase in investment securities. For further information on investment securities, see Note 2 of the Notes to Consolidated Financial Statements contained in this report.

Held-to-maturity Securities. In the year ended December 31, 2022, as noted above, available-for-sale securities of $226.5 million were transferred to held-to-maturity. This transfer included $220.2 million of mortgage-backed securities and collateralized mortgage obligations and $6.3 million in municipal securities. At December 31, 2022 the balance of held-to-maturity securities was $202.5 million.

Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, internet channels and brokered deposits. The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities. In the year ended December 31, 2022, total deposit balances increased $132.8 million, or 2.9%. Transaction account balances decreased $338.9 million and retail certificates of deposit increased $127.6 million compared to December 31, 2021. The decrease in transaction accounts were primarily a result of decreased balances in non-interest accounts, money market deposit accounts and certain NOW account types. Balance decreases occurred in both individual and small business accounts, and appear to be the result of a partial runoff of “pandemic deposits” that increased significantly during 2020 and 2021. In addition, some accounts that carried higher balances may have chosen to move funds into different checking account types or time deposits that now have a higher rate of interest. Retail certificates of deposit increased due to retail certificates generated through the banking center network. Time deposits initiated through internet channels experienced a planned decrease as part of the Company’s balance sheet management between funding sources. Brokered deposits, including IntraFi program purchased funds, were $411.5 million at December 31, 2022, an increase of $344.1 million from $67.4 million at December 31, 2021. The Company uses brokered deposits of select maturities from time to time to supplement its various funding channels and to manage interest rate risk.

Our deposit balances may fluctuate depending on customer preferences and our relative need for funding. We do not consider our retail certificates of deposit to be guaranteed long-term funding because customers can withdraw their funds at any time with minimal interest penalty. When loan demand trends upward, we can increase rates paid on deposits to attract more deposits and utilize brokered deposits to provide additional funding. The level of competition for deposits in our markets is high. It is our goal to gain deposit

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market share, particularly checking accounts, in our branch footprint. To accomplish this goal, increasing rates to attract deposits may be necessary, which could negatively impact the Company’s net interest margin.

Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create either fixed or variable rate funding, as desired, which more closely matches the interest rate nature of much of our loan portfolio. It also gives us greater flexibility in increasing or decreasing the duration of our funding. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.

Securities sold under reverse repurchase agreements with customers. Securities sold under reverse repurchase agreements with customers increased $39.7 million from $137.1 million at December 31, 2021 to $176.8 million at December 31, 2022. These balances fluctuate over time based on customer demand for this product.

Federal Home Loan Bank Advances and Short Term Borrowings. The Company’s FHLBank term advances were $-0- at both December 31, 2022 and December 31, 2021. At December 31, 2022 there was $88.5 million in overnight borrowings from the FHLBank, which are included in short term borrowings. At December 31, 2021 there were no overnight borrowings from the FHLBank.

Short term borrowings and other interest-bearing liabilities increased $87.7 million from $1.8 million at December 31, 2021 to $89.6 million at December 31, 2022. The Company may utilize both overnight borrowings and short-term FHLBank advances depending on relative interest rates.

Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by changes in market interest rates. A large portion of our loan portfolio is tied to one-month LIBOR or SOFR, three-month LIBOR or SOFR or the “prime rate” and adjusts immediately or shortly after the index rate adjusts (subject to the effect of contractual interest rate floors on some of the loans, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see “Quantitative and Qualitative Disclosures About Market Risk”).

The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% on December 16, 2015, the FRB had last changed interest rates on December 16, 2008. This was the first rate increase since September 29, 2006. The FRB also implemented rate change increases of 0.25% on eight additional occasions beginning December 14, 2016 and through December 31, 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate was 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16. At December 31, 2021, the Federal Funds rate was 0.25%. In 2022, the FRB implemented rate increases of 0.25%, 0.50%, 0.75%, 0.75%, 0.75%, 0.75% and 0.50% in March, May, June, July, September, November and December 2022, respectively. At December 31, 2022, the Federal Funds rate was 4.50%, and currently is 4.75%. Financial markets expect further increases in Federal Funds interest rates in the first half of 2023, with 0.50-1.00% of additional cumulative rate hikes currently anticipated. A substantial portion of Great Southern’s loan portfolio ($958.8 million at December 31, 2022) is tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days after December 31, 2022. Of these loans, $958.4 million had interest rate floors. Great Southern’s loan portfolio also includes loans ($501.2 million at December 31, 2022) tied to various SOFR indexes that will be subject to adjustment at least once within 90 days after December 31, 2022. Of these loans, $501.2 million had interest rate floors. Great Southern also has a portfolio of loans ($747.6 million at December 31, 2022) tied to a “prime rate” of interest that will adjust immediately or within 90 days of a change to the “prime rate” of interest. Of these loans, $734.6 million had interest rate floors at various rates. Great Southern also has a portfolio of loans ($6.7 million at December 31, 2022) tied to an AMERIBOR index that will adjust immediately or within 90 days of a change to the “prime rate” of interest. All of these loans had interest rate floors at various rates. At December 31, 2022, nearly all of these LIBOR/SOFR and “prime rate” loans had fully-indexed rates that were at or above their floor rate and so are expected to move fully with future market interest rate increases.

A rate cut by the FRB generally would have an anticipated immediate negative impact on the Company’s net interest income due to the large total balance of loans tied to the one-month or three-month LIBOR index, SOFR indices or the “prime rate” index and will

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be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts. Interest rate floors may at least partially mitigate the negative impact of interest rate decreases. Loans at their floor rates are, however, subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate. There may also be a negative impact on the Company’s net interest income if the Company’s is unable to significantly lower its funding costs due to a highly competitive rate environment, although interest rates on assets may decline further. Conversely, market interest rate increases would normally result in increased interest rates on our LIBOR-based, SOFR-based and prime-based loans.

As of December 31, 2022, Great Southern’s interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company’s net interest income, while declining interest rates are expected to have a negative impact on net interest income. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following relatively minor changes in market interest rates because our portfolios are relatively well-matched in a twelve-month horizon. In a situation where market interest rates increase significantly in a short period of time, our net interest margin increase may be more pronounced in the very near term (first one to three months), due to fairly rapid increases in LIBOR interest rates, SOFR interest rates and “prime” interest rates. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in LIBOR interest rates, SOFR interest rates and “prime” interest rates. In the subsequent months we expect that the net interest margin would stabilize and begin to improve, as renewal interest rates on maturing time deposits are expected to decrease compared to the current rates paid on those products. During 2020, we did experience some compression of our net interest margin percentage due to 2.25% of Federal Fund rate cuts during the nine month period of July 2019 through March 2020. Margin compression primarily resulted from changes in the asset mix, mainly the addition of lower-yielding assets and the issuance of subordinated notes during 2020 and the net interest margin remained lower than our historical average in 2021. LIBOR interest rates decreased significantly in 2020 and remained very low in 2021, putting pressure on loan yields, and strong pricing competition for loans and deposits remains in most of our markets. Beginning in March 2022, market interest rates, including LIBOR interest rates, SOFR interest rates and “prime” interest rates, began to increase rapidly. This has resulted in increasing loan yields and expansion of our net interest income and net interest margin in 2022. For further discussion of the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”

Non-Interest Income and Operating Expenses. The Company’s profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, POS interchange fees, late charges and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided under “Results of Operations and Comparison for the Years Ended December 31, 2022 and 2021.”

Business Initiatives

The Company’s 92 banking centers and its loan production offices are consistently reviewed to measure performance and to ensure responsiveness to changing customer needs and preferences. As such, the Company may open banking centers and loan production offices and invest resources where customer demand leads, and from time to time, consolidate banking centers or even exit markets when conditions dictate.

Several banking center changes were initiated in 2022 and are planned for 2023:

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In the St. Louis market, a low-transaction banking center inside an office building at 8235 Forsyth Boulevard in the Clayton area was consolidated into a nearby Brentwood-area office at 2435 S. Brentwood in August 2022. The commercial lending team continues to serve customers from the Clayton office location. Great Southern operates 17 banking centers in the St. Louis metro market.
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In Kimberling City, Missouri, a newly-constructed banking center opened in October 2022, replacing the former facility located on the same property at 14309 Highway 13. Including this office, the Company operates three banking centers in the Branson Tri-Lakes area of southwest Missouri.

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In Joplin, Missouri, a leased banking center at 1232 S. Rangeline Road is expected to be consolidated into a nearby office at 2801 E. 32nd Street in March 2023. After this consolidation, the Company will operate one full-service office in Joplin.
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In Springfield, Missouri, a banking center located at 1615 West Sunshine Street was razed in early 2023 to make way for a new Express Center, utilizing only interactive teller machine (ITM) technology to serve customers. The modern four-lane drive-up center is expected to open during the third quarter of 2023 and will be the first-of-its-kind in the Springfield market. ITMs, also known as video remote tellers, offer an ATM-like interface, but with the enhancement of a video screen that allows customers to speak directly to a service representative in real time and in a highly personal manner. Nearly any teller transaction that can be performed in the traditional drive-thru can be performed at an ITM, including cashing a check to the penny. ITMs provide convenience and enhanced access for customers, while creating greater operational efficiencies for the Bank.

Commercial loan production offices (LPOs) continue to play a significant role in developing the commercial loan portfolio, providing a wide variety of the Bank’s commercial lending services, including commercial real estate loans for new and existing properties and commercial construction loans. Two LPOs were opened in 2022:

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In February 2022, the Company opened an LPO in Phoenix. A local, highly experienced commercial lender was hired to develop commercial lending relationships in the Phoenix market area.
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In June 2022, an LPO was opened in Charlotte, North Carolina, and is managed by a local commercial lending veteran.

The Company now operates eight commercial LPOs, with other offices in Atlanta, Chicago, Dallas, Denver, Omaha, Nebraska, and Tulsa, Oklahoma.

Other corporate initiatives occurred in 2022 or are planned in 2023:

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In November 2022, the Company’s Board of Directors approved a new stock repurchase program, which will succeed the existing repurchase program (authorized in January 2022) following the repurchase of the existing program’s remaining available shares (approximately 177,000 shares as of December 31, 2022). The new stock repurchase program does not have an expiration date and authorizes the purchase, from time to time, of up to one million additional shares of the Company’s common stock.
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To ensure the Company meets, or preferably exceeds, the expectations of our customers, it is imperative to have a modern and progressive information technology platform. In 2021, after a thorough evaluation of industry-leading core banking platforms and other information technology systems, the decision was made to replace the Company’s current core banking system and ancillary software with a more modern, futuristic and long-term solution. Since the end of 2021, the Company has been heavily focused on preparing for the systems conversion. This upgrade in the operational platform is expected to provide customers with a superior banking experience, both in-person and digitally. Great Southern associates will also benefit with the use of new and advanced tools and better access to more meaningful information to serve our customers.
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In 2023, Great Southern Bank commemorates its 100th anniversary of serving customers with activities throughout the year. The Bank was originally founded in 1923 with four employees and operated as a savings and loan association in Springfield.

Effect of Federal Laws and Regulations

General. Federal legislation and regulation significantly affect the operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated banking organizations such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.

Dodd-Frank Act. In 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Certain aspects of the Dodd-Frank Act have been affected by the more recently enacted Economic Growth Act, as defined and discussed below under “-Economic Growth Act.”

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Capital Rules. The federal banking agencies have adopted regulatory capital rules that substantially amend the risk-based capital rules applicable to the Bank and the Company. The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision. For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply. The chief features of these rules are summarized below.

The rules refine the definitions of what constitutes regulatory capital and add a new regulatory capital element, common equity Tier 1 capital. The minimum capital ratios are (i) a common equity Tier 1 (“CET1”) risk-based capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. In addition to the minimum capital ratios, the rules include a capital conservation buffer, under which a banking organization must have CET1 more than 2.5% above each of its minimum risk-based capital ratios in order to avoid restrictions on paying dividends, repurchasing shares, and paying certain discretionary bonuses. The capital conservation buffer became fully implemented on January 1, 2019.

These rules also revised the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels show signs of weakness. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (i) a common equity Tier 1 risk-based capital ratio of at least 6.5%, (ii) a Tier 1 risk-based capital ratio of at least 8%, (iii) a total risk-based capital ratio of at least 10% and (iv) a Tier 1 leverage ratio of 5%, and must not be subject to an order, agreement or directive mandating a specific capital level.

Economic Growth Act. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), was enacted to modify or eliminate certain financial reform rules and regulations, including some implemented under the Dodd-Frank Act. While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these amendments could result in meaningful regulatory changes.

The Economic Growth Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10 percent. Any qualifying depository institution or its holding company that exceeds the CBLR will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered “well-capitalized” under the prompt corrective action rules. Currently, the CBLR is 9.0%. The Company and the Bank have chosen to not utilize the new CBLR due to the Company’s size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.

In addition, the Economic Growth Act includes regulatory relief in the areas of examination cycles, call reports, mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

Recent Accounting Pronouncements

See Note 1 to the accompanying audited financial statements, which are included in Item 8 of this Report, for a description of recent accounting pronouncements including the respective dates of adoption and expected effects on the Company’s financial position and results of operations.

Comparison of Financial Condition at December 31, 2022 and December 31, 2021

During the year ended December 31, 2022, total assets increased by $230.8 million to $5.68 billion. The increase was primarily attributable to increases in loans receivable and held-to-maturity securities, partially offset by decreases in cash and cash equivalents.

Cash and cash equivalents were $168.5 million at December 31, 2022, a decrease of $548.7 million, or 76.5%, from $717.3 million at December 31, 2021. At December 31, 2021, the cash equivalents primarily related to excess funds held at the Federal Reserve Bank. The additional funds were primarily the result of increases in net loan repayments throughout 2021. In 2022, these excess funds were used to purchase new investment securities and originate loans.

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The Company’s available-for-sale securities decreased $10.4 million, or 2.1%, compared to December 31, 2021. The decrease was primarily related to the transfer of $226.5 million in available-for-sale securities to held-to-maturity during 2022 and by calls of municipal securities and normal monthly payments received related to the portfolio of mortgage-backed securities and collateralized mortgage obligations. This decrease was mostly offset by the purchase of U.S. Government agency fixed-rate single-family or multi-family mortgage-backed securities and collateralized mortgage obligations. The available-for-sale securities portfolio was 8.6% and 9.2% of total assets at December 31, 2022 and December 31, 2021, respectively.

Held-to-maturity securities were $202.5 million at December 31, 2022. As indicated above, during the year ended December 31, 2022, $226.5 million in available-for-sale securities were transferred to held-to-maturity. This included $220.2 million of mortgage-backed securities and collateralized mortgage obligations and $6.3 million in municipal securities. In determining securities that were elected to be transferred to the held-to-maturity category, the Company reviewed all of its investment securities purchased prior to 2022 and determined that certain of those securities, for various reasons, would likely be held to their maturity or full repayment prior to contractual maturity. The held-to-maturity securities portfolio was 3.6% of total assets at December 31, 2022.

Net loans increased $499.3 million from December 31, 2021, to $4.51 billion at December 31, 2022. This increase was primarily in one- to four-family residential loans ($222 million increase), construction loans ($145 million increase), other residential (multi-family) loans ($84 million increase) and commercial real estate loans ($54 million increase). Loan origination volume in 2022 was similar to loan origination volume that occurred in 2020 and 2021; however, the pace of loan payoffs prior to maturity slowed in 2022 due to the increase in market rates of interest.

Total liabilities increased $314.4 million from $4.83 billion at December 31, 2021 to $5.15 billion at December 31, 2022. The increase was primarily due to increases in short-term borrowings from FHLBank, increases in brokered deposits and increases in reverse repurchase agreements with customers.

Total deposits increased $132.8 million, or 2.9%, from $4.55 billion at December 31, 2021 to $4.68 billion at December 31, 2022. Transaction account balances decreased $338.9 million, from $3.59 billion at December 31, 2021 to $3.25 billion at December 31, 2022. Retail certificates of deposit increased $127.6 million compared to December 31, 2021, to $1.02 billion at December 31, 2022. Decreases in transaction account balances were primarily due to decreases in IntraFi Network Reciprocal Deposits and non-interest-bearing checking accounts. Total interest-bearing checking and demand deposit accounts decreased $192.8 million and $146.2 million, respectively. Customer retail time deposits initiated through our banking center network increased $308.9 million and time deposits initiated through our national internet network decreased $151.9 million. The increase in customer retail time deposits initiated through the banking center network was primarily due to targeted promotions that started in late June 2022. Customer deposits at December 31, 2022 and December 31, 2021 totaling $12.4 million and $41.7 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit. Brokered deposits increased $344.1 million to $411.5 million at December 31, 2022, compared to $67.4 million at December 31, 2021. Brokered deposits were utilized to fund growth in outstanding loans and to offset reductions in balances in other deposit categories. The Company has the capacity to further expand its use of brokered deposits if it chooses to do so. Of the total brokered deposits at December 31, 2022, $150.0 million were floating rate deposits which adjust daily based on the effective federal funds rate index.

The Company’s term Federal Home Loan Bank advances were $-0- at both December 31, 2022 and 2021. At December 31, 2022 there were no borrowings from the FHLBank, other than overnight borrowings, which are included in the short term borrowings category. At December 31, 2021 there were no borrowings from the FHLBank. The Company may utilize both overnight borrowings and short-term FHLBank advances depending on relative interest rates.

Short term borrowings and other interest-bearing liabilities increased $87.7 million from $1.8 million at December 31, 2021 to $89.6 million at December 31, 2022. The short term borrowings included overnight FHLBank borrowings of $88.5 million at December 31, 2022. The short term borrowings included no overnight FHLBank borrowings at December 31, 2021.

Securities sold under reverse repurchase agreements with customers increased $39.7 million, or 29.0%, from $137.1 million at December 31, 2021 to $176.8 million at December 31, 2022. These balances fluctuate over time based on customer demand for this product.

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Total stockholders’ equity decreased $83.7 million, from $616.8 million at December 31, 2021 to $533.1 million at December 31, 2022. The Company recorded net income of $75.9 million for the year ended December 31, 2022. In addition, total stockholders’ equity increased $7.7 million due to issuance of the Company’s common stock upon stock option exercises. Total stockholders’ equity decreased $61.8 million due to repurchases of the Company’s common stock. Accumulated other comprehensive income decreased $86.1 million due to decreases in the fair value of available-for-sale investment securities and the fair value of cash flow hedges, as a result of increased market interest rates. Dividends declared on common stock, which decreased total stockholders’ equity, were $19.3 million.

Results of Operations and Comparison for the Years Ended December 31, 2022 and 2021

General

Net income increased $1.3 million, or 1.8%, during the year ended December 31, 2022, compared to the year ended December 31, 2021. Net income was $75.9 million for the year ended December 31, 2022 compared to $74.6 million for the year ended December 31, 2020. This increase was primarily due to an increase in net interest income of $21.7 million, or 12.2%, and a decrease in income tax expense of $1.5 million, or 7.5%, partially offset by an increase in provision for credit losses on loans and unfunded commitments of $11.9 million, or 207.4%, an increase in non-interest expense of $5.7 million, or 4.5%, and a decrease in non-interest income of $4.2 million, or 10.9%.

Total Interest Income

Total interest income increased $28.3 million, or 14.2%, during the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase was due to a $19.5 million increase in interest income on loans and an $8.8 million increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased for the year ended December 31, 2022 compared to the same period in 2021, primarily due to higher average rates of interest on loans and higher average loan balances. Interest income from investment securities and other interest-earning assets increased during the year ended December 31, 2022 compared to the same period in 2021, due to higher average balances of investment securities combined with higher average rates of interest on investment securities and other interest-earning assets.

Interest Income – Loans

During the year ended December 31, 2022 compared to the year ended December 31, 2021, interest income on loans increased due to higher average balances and average interest rates. Interest income increased $14.5 million as the result of higher average interest rates on loans. The average yield on loans increased from 4.36% during the year ended December 31, 2021 to 4.69% during the year ended December 31, 2022. This increase was primarily due to the repricing of floating rates and the origination of new loans at current market rates in 2022 as market interest rates began to increase significantly. In addition, interest income on loans increased $5.0 million as a result of higher average loan balances, which increased from $4.27 billion during the year ended December 31, 2021, to $4.39 billion during the year ended December 31, 2022. The Company continued to originate loans at a pace similar to prior periods, but overall loan repayments slowed in 2022 compared to the level of repayments in 2021.

Additionally, the Company’s interest income on loans included accretion of net deferred fees related to PPP loans originated in 2020 and 2021. Net deferred fees recognized in interest income were $502,000 and $5.5 million in the years ended December 31, 2022 and December 31, 2021, respectively.

In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $400 million with a contractual termination date in October 2025. As previously disclosed by the Company, in March 2020, the Company and its swap counterparty mutually agreed to terminate this swap prior to its contractual maturity. The Company was paid $45.9 million from its swap counterparty as a result of this termination. This $45.9 million, less the accrued to date interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and is being accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the periods. The Company recorded interest income related to the interest rate swap of $8.1 million in each of the years ended December 31, 2022 and December 31, 2021. At December 31, 2022, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this

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interest income ratably in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

In March 2022, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap is $300 million with a contractual termination date of March 1, 2024. Under the terms of the swap, the Company receives a fixed rate of interest of 1.6725% and pays a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement rate if USD-LIBOR rate is not available). The floating rate resets monthly and net settlements of interest due to/from the counterparty also occur monthly. The initial floating rate of interest was set at 0.2414%. To the extent that the fixed rate of interest exceeds one-month USD-LIBOR, the Company will receive net interest settlements, which will be recorded as loan interest income. If one-month USD-LIBOR exceeds the fixed rate of interest, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans. The Company recorded a reduction of loan interest income related to this swap transaction of $941,000 in the year ended December 31, 2022.

In July 2022, the Company entered into two additional interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, beginning in May 2023, the Company will receive a fixed rate of interest of 2.628% and will pay a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, beginning in May 2023, the Company will receive a fixed rate of interest of 5.725% and will pay a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate will be reset monthly and net settlements of interest due to/from the counterparty will also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company will receive net interest settlements, which will be recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans. At December 31, 2022, the USD-Prime rate was 7.50% and the one-month USD-SOFR OIS rate was 4.06173%.

Interest Income - Investments and Other Interest-earning Assets

Interest income on investments increased $7.5 million in the year ended December 31, 2022 compared to the year ended December 31, 2021. Interest income increased $6.4 million as a result of an increase in average balances from $447.9 million during the year ended December 31, 2021, to $675.6 million during the year ended December 31, 2022. Interest income increased $1.1 million due to an increase in average interest rates from 2.61% during the year ended December 31, 2021 to 2.84% during the year ended December 31, 2022, due to higher market rates of interest on investment securities purchased during 2022 compared to securities already in the portfolio. At December 31, 2022, the investment portfolio did not include a material amount of adjustable rate securities.

Interest income on other interest-earning assets increased $1.3 million in the year ended December 31, 2022 compared to the year ended December 31, 2021. Interest income increased $1.5 million as a result of higher average interest rates from 0.13% during the year ended December 31, 2021, to 1.05% during the year ended December 31, 2022. Interest income decreased $134,000 as a result of a decrease in average balances from $552.1 million during the year ended December 31, 2021, to $195.8 million during the year ended December 31, 2022. The increase in the average interest rate was primarily due to the increase in the rate paid on funds held at the Federal Reserve Bank. This rate was increased multiple times in 2022 in conjunction with the increase in the Federal Funds target interest rate.

Total Interest Expense

Total interest expense increased $6.6 million, or 31.9%, during the year ended December 31, 2022, when compared with the year ended December 31, 2021, due to an increase in interest expense on deposits of $7.6 million, or 57.8%, an increase in interest expense on short-term borrowings of $1.1 million, or 100.0%, an increase in interest expense on subordinated debentures issued to capital trusts of $427,000, or 95.3%, and an increase in interest expense on securities sold under reverse repurchase agreements of $287,000, or 775.7%, partially offset by a decrease in interest expense on subordinated notes of $2.7 million, or 31.9%.

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Interest Expense - Deposits

Interest expense on demand deposits increased $2.9 million due to an increase in average rates from 0.17% during the year ended December 31, 2021, to 0.30% during the year ended December 31, 2022. In addition, interest on demand deposits increased $52,000 due to an increase in average balances from $2.32 billion in the year ended December 31, 2021, to $2.35 billion in the year ended December 31, 2022. Interest rates paid on demand deposits increased due to significant increases in the federal funds rate of interest and other market interest rates during 2022.

Interest expense on time deposits increased $5.0 million as a result of an increase in average rates of interest from 0.78% during the year ended December 31, 2021, to 1.23% during the year ended December 31, 2022. Partially offsetting that increase, interest expense on time deposits decreased $316,000 due to a decrease in the average balance of time deposits from $1.16 billion during the year ended December 31, 2021, to $1.12 billion during the year ended December 31, 2022. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits in the latter half of 2022 generally resulted in the Company paying a higher rate of interest due to market interest rate increases during 2022. The decrease in average balances of time deposits was a result of decreases in time deposits obtained through on-line channels. On-line channel time deposits were actively reduced by the Company as other deposit sources increased. The Company reduced its rates on these types of time deposits and allowed these deposits to mature without replacement during 2021 and 2022.

Interest Expense - FHLBank Advances; Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2022 and 2021. FHLBank overnight borrowings were utilized in 2022, but were not utilized in 2021.

Interest expense on reverse repurchase agreements increased $290,000 due to an increase in average rates during the year ended December 31, 2022 when compared to the year ended December 31, 2021. The average rate of interest was 0.24% for the year ended December 31, 2022, compared to 0.03% during the year ended December 31, 2021. The average balance of repurchase agreements decreased $11.2 million from $143.8 million in the year ended December 31, 2021 to $132.6 million in the year ended December 31, 2022, resulting in little change in interest expense.

Interest expense on short-term borrowings and other interest-bearing liabilities increased $676,000 due to an increase in average balances from $1.5 million during the year ended December 31, 2021, to $48.5 million during the year ended December 31, 2022, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate. Most of this increase was due to the utilization of overnight borrowings from the FHLBank. In addition to this increase, interest expense on short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities increased $390,000 due to average rates that increased from 0.00% in the year ended December 31, 2021, to 2.20% in the year ended December 31, 2022.

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During the year ended December 31, 2022, compared to the year ended December 31, 2021, interest expense on subordinated debentures issued to capital trusts increased $427,000 due to higher average interest rates. The average interest rate was 1.74% in 2021, compared to 3.40% in 2022. The interest rate on the subordinated debentures is a floating rate indexed to the three-month LIBOR interest rate. There was no change in the average balance of the subordinated debentures between 2022 and 2021.

In August 2016, the Company issued $75 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In both cases, the issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, and therefore impact the overall interest expense on the notes. In August 2021, the Company completed the redemption of all of its 5.25% subordinated notes due August 15, 2026. The notes were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest. Interest expense on subordinated notes decreased $2.7 million due to a decrease in average balances from $119.8 million during the year ended December 31, 2021 to $74.1 million during the year ended December 31, 2022, due to lower average balances resulting from the redemption of the subordinated notes maturing in 2026.

Net Interest Income

Net interest income for the year ended December 31, 2022 increased $21.7 million, or 12.2%, to $199.6 million, compared to $177.9 million for the year ended December 31, 2021. Net interest margin was 3.80% for the year ended December 31, 2022, compared to 3.37% for the year ended December 31, 2021, an increase of 43 basis points. The Company experienced increases in interest income on both loans and investment securities. The Company experienced increases in interest expense on deposits, short-term borrowings, subordinated debentures issued to capital trust and repurchase agreements, partially offset by a decrease in interest expense on subordinated notes.

The Company’s overall interest rate spread increased 37 basis points, or 11.5%, from 3.22% during the year ended December 31, 2021, to 3.59% during the year ended December 31, 2022. The increase was due to a 55 basis point increase in the weighted average yield on interest-earning assets and an 18 basis point increase in the weighted average rate paid on interest-bearing liabilities. In comparing the two years, the yield on loans increased 33 basis points, the yield on investment securities increased 23 basis points and the yield on other interest-earning assets increased 92 basis points. The rate paid on deposits increased 22 basis points, the rate paid on subordinated debentures issued to capital trusts increased 166 basis points, the rate paid on reverse repurchase agreements increased 21 basis points and the rate paid on subordinated notes decreased one basis point. In addition, the Company had outstanding overnight borrowings in the 2022 period, which had an average interest rate of 220 basis points compared to none in the 2021 period.

During the year ended December 31, 2022, the mix of the Company’s assets shifted somewhat, with net increases in outstanding loan balances and investment securities. The Company used excess funds that were previously held on account at the Federal Reserve Bank to fund the increases in loans and investments. Loans increased $499.3 million and investment securities increased $192.1 million, while cash and cash equivalents decreased $548.7 million. Also, in the latter half of 2022, the mix of deposits changed somewhat, with non-time account balances trending lower and time deposit balances trending higher. The increased time deposits are a mix of shorter-term retail deposits, fixed-rate brokered deposits callable at the Company’s discretion and variable-rate brokered deposits. From time to time, the Company also utilized overnight borrowings from the FHLBank.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2021. The CECL methodology replaced the incurred loss methodology with a lifetime “expected credit loss” measurement objective for loans, held-to-maturity debt securities and other receivables measured at amortized cost at the time the financial asset is originated or acquired. This standard requires the consideration of historical loss experience and current conditions adjusted for reasonable and supportable economic forecasts. Upon adoption of the CECL accounting standard, we increased the balance of our allowance for credit losses related to outstanding loans by $11.6 million and created a liability for potential losses related to the unfunded portion of our loans and commitments of approximately $8.7 million. The after-tax effect

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reduced our retained earnings by approximately $14.2 million. The adjustment was based upon the Company’s analysis of current conditions, assumptions and economic forecasts at January 1, 2021.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in economic conditions, such as changes in the national unemployment rate, commercial real estate price index, housing price index, consumer sentiment, gross domestic product (GDP) and construction spending.

Worsening economic conditions from COVID-19 and subsequent variant outbreaks or similar events, higher inflation or interest rates, or other factors may lead to increased losses in the portfolio and/or requirements for an increase in provision expense. Management maintains various controls in an attempt to identify and limit future losses, such as a watch list of problem loans and potential problem loans, documented loan administration policies and loan review staff to review the quality and anticipated collectability of the portfolio. Additional procedures provide for frequent management review of the loan portfolio based on loan size, loan type, delinquencies, financial analysis, on-going correspondence with borrowers and problem loan work-outs. Management determines which loans are collateral-dependent, evaluates risk of loss and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

During the year ended December 31, 2022, the Company recorded a provision expense of $3.0 million on its portfolio of outstanding loans, compared to a negative provision of $6.7 million provision expense recorded for the year ended December 31, 2021. The negative provision for credit losses in 2021 reflected decreased outstanding total loans and continued positive trends in asset quality metrics, combined with an improved economic forecast. In 2021, the national unemployment rate continued to decrease and many measures of economic growth improved. The Company experienced net charge offs of $274,000 for the year ended December 31, 2022 compared to net recoveries of $116,000 for the year ended December 31, 2021. The provision for losses on unfunded commitments for the year ended December 31, 2022 was $3.2 million, compared to $939,000 for the year ended December 31, 2021. General market conditions and unique circumstances related to specific industries and individual projects contributed to the level of provisions and charge-offs. Collateral and repayment evaluations of all assets categorized as potential problem loans, non-performing loans or foreclosed assets were completed with corresponding charge-offs or reserve allocations made as appropriate.

The Bank’s allowance for credit losses as a percentage of total loans was 1.39% and 1.49% at December 31, 2022 and 2021, respectively. Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at December 31, 2022, based on recent reviews of the Bank’s loan portfolio and current economic conditions. If challenging economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional credit loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.

Non-performing Assets

As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions that occur from time to time, and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.

Non-performing assets at December 31, 2022, were $3.7 million, a decrease of $2.3 million from $6.0 million at December 31, 2021. Non-performing assets as a percentage of total assets were 0.07% at December 31, 2022, compared to 0.11% at December 31, 2021.

Compared to December 31, 2021, non-performing loans decreased $1.7 million to $3.7 million at December 31, 2022, and foreclosed assets decreased $538,000 to $50,000 at December 31, 2022. Non-performing commercial real estate loans were $1.6 million, or 43.0%, of total non-performing loans at December 31, 2022. Non-performing one-to four-family residential loans were $722,000, or 19.6%, of the total non-performing loans at December 31, 2022. Non-performing commercial business loans were $586,000, or 16.0%, of total non-performing loans at December 31, 2022. Non-performing land development loans were $384,000, or 10.5%, of total non-performing loans at December 31, 2022. Non-performing consumer loans were $399,000, or 10.9%, of the total non-performing loans at December 31, 2022.

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Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2022, was as follows:

Transfers toTransfers to
BeginningAdditionsRemovedPotentialForeclosedEnding
Balance,to Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development468(84)384
Commercial construction
One- to four-family residential2,216519(90)(279)(37)(1,607)722
Other residential
Commercial real estate2,006238(665)1,579
Commercial business586586
Consumer733168(74)(9)(92)(327)399
Total non-performing loans$5,423$1,511$(90)$(353)$(9)$(213)$(2,599)$3,670
FDIC-assisted acquired loans included above$1,736$272$$$$$(1,580)$428

At December 31, 2022, the non-performing commercial real estate category included three loans, one of which was added during 2022. The largest relationship in this category, which totaled $1.3 million, or 83.3% of the total category, was transferred from potential problem loans in 2021 and is collateralized by a mixed use commercial retail building. The non-performing one- to four-family residential category included 23 loans, four of which were added during 2022. The largest relationship in this category, totaled $158,000, or 21.8% of the total category. The non-performing land development category consisted of one loan, which totaled $384,000 and is collateralized by unimproved zoned vacant ground in southern Illinois. The non-performing commercial business category consisted of two loans that totaled $586,000 to a single borrower, both of which were added during the fourth quarter of 2022 and subsequently paid off with no loss in the first quarter of 2023. The non-performing consumer category included 23 loans, 11 of which were added during 2022.

Other Real Estate Owned and Repossessions. Of the total $233,000 of other real estate owned and repossessions at December 31, 2022, $183,000 represents properties which were not acquired through foreclosure.

Activity in foreclosed assets and repossessions during the year ended December 31, 2022, was as follows:

BeginningEnding
Balance,CapitalizedWrite-Balance,
January 1AdditionsSalesCostsDownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction
Land development315(300)(15)
Commercial construction
One- to four-family residential183(175)(8)
Other residential
Commercial real estate
Commercial business
Consumer90344(384)50
Total foreclosed assets and repossessions$588$344$(859)$$(23)$50
FDIC-assisted acquired assets included above$498$$(475)$$(23)$

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The Company sold its three remaining foreclosed real estate properties in 2022. The additions and sales in the consumer category were due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans decreased $402,000 during the year ended December 31, 2022, from $2.0 million at December 31, 2021 to $1.6 million at December 31, 2022. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current repayment terms. These loans are not reflected in non-performing assets.

Activity in the potential problem loans category during the year ended December 31, 2022, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfers toForeclosedEnding
Balance,to PotentialPotentialNon-Assets andCharge-Balance,
January 1ProblemProblemPerformingRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction15(15)
Land development
Commercial construction
One- to four-family residential1,432279(275)(88)1,348
Other residential
Commercial real estate210(44)(166)
Commercial business
Consumer323161(58)(37)(27)(9)(123)230
Total potential problem loans$1,980$440$(333)$(37)$(27)$(53)$(392)$1,578
FDIC-assisted acquired loans included above$1,004$$$$$(44)$(217)$743

At December 31, 2022, the one- to four-family residential category of potential problem loans included 22 loans, one of which was added during the year ended December 31, 2022. The largest relationship in this category totaled $159,000, or 11.8% of the total category. The consumer category of potential problem loans included 26 loans, 17 of which were added during the year ended December 31, 2022.

Loans Classified “Watch”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as “Watch” are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. In the year ended December 31, 2022, loans classified as “Watch” decreased $2.0 million, from $30.7 million at December 31, 2021 to $28.7 million at December 31, 2022 primarily due to loans being upgraded out of the “Watch” category, partially offset by loans being downgraded to the “Watch” category. See Note 3 of the accompanying audited financial statements, which are included in Item 8 of this report, for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2022 was $34.1 million compared with $38.3 million for the year ended December 31, 2021. The decrease of $4.2 million, or 10.9%, was primarily as a result of the following items:

Net gains on loan sales: Net gains on loan sales decreased $6.9 million compared to the prior year. The decrease was due to a decrease in originations of fixed-rate single-family mortgage loans during 2022 compared to 2021. Fixed rate single-family mortgage loans originated are generally subsequently sold in the secondary market. These loan originations increased substantially when market interest rates decreased to historically low levels in 2020 and 2021. As a result of the significant volume of refinance activity in 2020

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and 2021, and as market interest rates moved higher beginning in the second quarter of 2022, mortgage refinance volume has decreased and fixed rate loan originations and related gains on sales of these loans have decreased substantially. The lower level of originations is expected to continue as long as market rates remain elevated.

Other income: Other income increased $1.3 million compared to the prior year. In 2022, a gain of $1.0 million was recognized on sales of fixed assets. Also in 2022, the Company recorded a one-time bonus of $500,000 from its card processor for achieving certain benchmarks related to debit card activity.

Overdraft and Insufficient funds fees: Overdraft and Insufficient funds fees increased $1.2 million compared to the prior year. It appears that consumers continued to spend significantly in 2022, but some may have lower account balances as prices for goods and services have increased and government stimulus payments received by consumers in 2020 and 2021 have been exhausted now.

Point-of-sale and ATM fees: Point-of-sale and ATM fees increased $676,000 compared to the prior year. This increase was mainly due to increased customer debit card transactions in 2022 compared to 2021. In the latter half of 2021 and through 2022, debit card usage by customers rebounded and was back to historical levels, and in many cases, increased levels of activity. However, during the three months ended December 31, 2022, debit card usage and revenue to Great Southern decreased a bit compared to recent quarterly periods. It appears that debit card transaction volumes may have decreased and customers may be using credit cards for more transactions instead.

Non-Interest Expense

Total non-interest expense increased $5.7 million, or 4.5%, from $127.7 million in the year ended December 31, 2021, to $133.4 million in the year ended December 31, 2022. The Company’s efficiency ratio for the year ended December 31, 2022 was 57.05%, compared to 59.03% for 2021. The higher efficiency ratio in 2021 was primarily due to an increase in non-interest expense (primarily from the significant IT consulting expense and related contract termination liability incurred in December 2021), partially offset by an increase in total revenue. Excluding this consulting expense and contract termination liability, the Company’s efficiency ratio was 56.57% in 2021. In the year ended December 31, 2022, the improvement in the efficiency ratio was primarily due to an increase in net interest income, as a result of increased loan and investment balances and increased market interest rates compared to the year ended December 31, 2021, partially offset by increased non-interest expense. The Company’s ratio of non-interest expense to average assets was 2.42% for the year ended December 31, 2022 compared to 2.32% for the year ended December 31, 2021. Average assets for the year ended December 31, 2022, increased $17.4 million, or 0.3%, from the year ended December 31, 2021, primarily due to increases in net loans receivable and investment securities, partially offset by a decrease interest-bearing cash equivalents.

The following were key items related to the increase in non-interest expense for the year ended December 31, 2022 as compared to the year ended December 31, 2021:

Salaries and employee benefits: Salaries and employee benefits increased $5.0 million from the prior year. A portion of this increase related to normal annual merit increases in various lending and operations areas. In 2022, many of these increases were larger than in previous years due to the current employment environment. Also, in the second quarter of 2022, the Company paid a special cash bonus to all employees totaling $1.1 million in response to the rapid and significant increases in prices for many goods and services. In addition, the Phoenix and Charlotte, North Carolina loan offices were opened in 2022, with the operation of these offices adding approximately $727,000 of salaries and benefits expense in the 2022 year.

Other operating expenses: Other operating expenses increased $1.7 million from the prior year, to $8.3 million. Of this increase, $443,000 related to deposit account fraud losses and $219,000 related to charitable contributions.

Provision for Income Taxes

For the years ended December 31, 2022 and 2021, the Company’s effective tax rate was 19.4% and 20.9%, respectively. These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and the Company’s tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate. The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits, the level of tax-exempt investments and loans, the amount of taxable income in various state jurisdictions and the overall level of pre-tax income. State tax expense estimates continually evolve as taxable income and apportionment between states is analyzed. Upon

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filing its federal and various state income tax returns for 2021 in the fourth quarter of 2022, the Company updated its combined tax rate applied to deferred tax items and also adjusted its current income taxes receivable/payable balances as a result of carryback claims. These adjustments to current and deferred taxes resulted in a reduction in income tax expense of $1.1 million in the fourth quarter of 2022.The Company’s effective income tax rate is currently generally expected to remain near the statutory federal tax rate due primarily to the factors noted above. The Company currently expects its effective tax rate (combined federal and state) will be approximately 20.5% to 21.5% in future periods.

Average Balances, Interest Rates and Yields

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes interest received on non-accrual loans on a cash basis. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Net fees included in interest income were $6.3 million, $11.2 million and $6.6 million for 2022, 2021 and 2020, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.

Dec. 31,Year EndedYear EndedYear Ended
2022December 31, 2022December 31, 2021December 31, 2020
Yield/AverageYield/AverageYield/AverageYield/
RateBalanceInterestRateBalanceInterestRateBalanceInterestRate
(Dollars In Thousands)
Interest-earning assets:
Loans receivable:
One- to four-family residential3.45%$811,896$27,8533.43%$678,900$25,2513.72%$652,096$29,0994.46%
Other residential6.18837,58243,1745.15922,73940,9984.44930,52943,9024.72
Commercial real estate5.541,551,54173,1644.721,541,09565,8114.271,526,61869,4374.55
Construction6.37679,52437,3705.50616,89927,6964.49665,54632,4434.87
Commercial business5.72292,82514,6154.99279,23215,4035.52325,39714,0704.32
Other loans5.56199,3368,8644.45220,78310,3474.69283,67815,1845.35
Industrial revenue bonds (1)5.5813,3387115.3314,5287635.2515,3958295.38
Total loans receivable5.544,386,042205,7514.694,274,176186,2694.364,399,259204,9644.66
Investment securities (1)2.74675,57119,1702.84447,94311,6892.61426,38312,2622.88
Interest-earning deposits in other banks4.34195,8172,0561.05552,0947150.13246,1104770.19
Total interest-earning assets5.195,257,430226,9774.325,274,213198,6733.775,071,752217,7034.29
Non-interest-earning assets:
Cash and cash equivalents96,35396,98993,832
Other non-earning assets166,007131,154157,842
Total assets$5,519,790$5,502,356$5,323,426
Interest-bearing liabilities:
Interest-bearing demand and savings0.90$2,346,5466,9380.30$2,316,8904,0230.17$1,867,1667,0960.38
Time deposits2.301,119,15713,7381.231,161,1349,0790.781,636,20525,3351.55
Total deposits1.393,465,70320,6760.603,478,02413,1020.383,503,37132,4310.93
Securities sold under reverse repurchase agreements0.94132,5953240.24143,757370.03140,938310.02
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities4.6048,5301,0662.201,52942,5606441.51
Subordinated debentures issued to capital trust6.0425,7748753.4025,7744481.7425,7746282.44
Subordinated notes5.9574,1314,4225.97119,7807,1655.98115,3356,8315.92
Total interest-bearing liabilities1.563,746,73327,3630.733,768,86420,7520.553,827,97840,5651.06
Non-interest-bearing liabilities:
Demand deposits1,141,6601,061,716826,900
Other liabilities66,22444,26046,111
Total liabilities4,954,6174,874,8404,700,989
Stockholders’ equity565,173627,516622,437
Total liabilities and stockholders’ equity$5,519,790$5,502,356$5,323,426
Net interest income:
Interest rate spread3.63%$199,6143.59%$177,9213.22%$177,1383.23%
Net interest margin*3.80%3.37%3.49%
Average interest-earning assets to average interest- bearing liabilities140.3%139.9%132.5%

* Defined as the Company’s net interest income divided by total interest-earning assets.

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Column 1Column 2
(1)Of the total average balance of investment securities, average tax-exempt investment securities were $54.0 million, $42.3 million and $55.9 million for 2022, 2021 and 2020, respectively. In addition, average tax-exempt industrial revenue bonds were $16.4 million, $17.9 million and $20.0 million in 2022, 2021 and 2020, respectively. Interest income on tax-exempt assets included in this table was $2.2 million, $1.6 million and $2.2 million for 2022, 2021 and 2020, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $2.1 million, $1.6 million and $2.0 million for 2022, 2021 and 2020, respectively.

Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.

Year EndedYear Ended
December 31, 2022 vs.December 31, 2021 vs.
December 31, 2021December 31, 2020
Increase (Decrease)TotalIncrease (Decrease)Total
Due toIncreaseDue toIncrease
RateVolume(Decrease)RateVolume(Decrease)
(In Thousands)
Interest-earning assets:
Loans receivable$14,512$4,970$19,482$(12,982)$(5,713)$(18,695)
Investment securities1,0986,3837,481(1,173)600(573)
Interest-earning deposits in other banks1,475(134)1,341(200)438238
Total interest-earning assets17,08511,21928,304(14,355)(4,675)(19,030)
Interest-bearing liabilities:
Demand deposits2,863522,915(4,497)1,424(3,073)
Time deposits4,975(316)4,659(10,246)(6,010)(16,256)
Total deposits7,838(264)7,574(14,743)(4,586)(19,329)
Securities sold under reverse repurchase agreements290(3)28766
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities3906761,066(326)(318)(644)
Subordinated debentures issued to capital trust427427(180)(180)
Subordinated notes(20)(2,723)(2,743)69265334
Total interest-bearing liabilities8,925(2,314)6,611(15,174)(4,639)(19,813)
Net interest income$8,160$13,533$21,693$819$(36)$783

Results of Operations and Comparison for the Years Ended December 31, 2021 and 2020

General

Net income increased $15.3 million, or 25.8%, during the year ended December 31, 2021, compared to the year ended December 31, 2020. Net income was $74.6 million for the year ended December 31, 2021 compared to $59.3 million for the year ended December 31, 2020. This increase was due to a decrease in provision (credit) for credit losses and unfunded commitments of $21.6 million, or 136.3%, an increase in non-interest income of $3.3 million, or 9.3%, and an increase in net interest income of $783,000, or 0.4%, partially offset by an increase in income tax expenses of $6.0 million, or 43.2%, and an increase in non-interest expenses of $4.4 million, or 3.6%.

Total Interest Income

Total interest income decreased $19.0 million, or 8.7%, during the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was due to an $18.7 million, or 9.1%, decrease in interest income on loans and a $335,000, or 2.6%, decrease in interest income on investment securities and other interest-earning assets. Interest income on loans decreased in 2021 compared to 2020 due to lower average rates of interest and lower average balances of loans. Interest income from investment securities and other interest-earning assets decreased during 2021 compared to 2020 due to lower average rates of interest, partially offset by higher average balances of investments and other interest-earning assets.

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Interest Income – Loans

During the year ended December 31, 2021 compared to the year ended December 31, 2020, interest income on loans decreased due to lower average balances and lower average interest rates. Interest income decreased $13.0 million as the result of lower average interest rates on loans. The average yield on loans decreased from 4.66% during the year ended December 31, 2020 to 4.36% during the year ended December 31, 2021. The decreased yields in most loan categories were primarily a result of decreased LIBOR and Federal Funds interest rates. In addition, interest income on loans decreased $5.7 million as a result of lower average loan balances, which decreased from $4.40 billion during the year ended December 31, 2020, to $4.27 billion during the year ended December 31, 2021. The lower average balances were primarily due to higher loan repayments during 2021. In 2020, the Company also originated $121 million of PPP loans, which have a much lower yield compared to the overall loan portfolio. These loans were largely repaid during 2021, contributing to the lower average balance in loans.

On an on-going basis, the Company has estimated the cash flows expected to be collected from the FDIC-assisted acquired loan pools. For each of the loan portfolios acquired, the cash flow estimates have increased, based on the payment histories and the collection of certain loans, thereby reducing loss expectations of certain loan pools, resulting in adjustments to be spread on a level-yield basis over the remaining expected lives of the loan pools. The entire amount of the discount adjustment has been and will be accreted to interest income over time. For the years ended December 31, 2021 and 2020, the adjustments increased interest income and pre-tax income by $1.6 million and $5.6 million, respectively.

As of December 31, 2021, the remaining accretable yield adjustment that will affect interest income was $429,000. We recognized the remaining $429,000 of interest income during 2022. We adopted the new accounting standard related to accounting for credit losses as of January 1, 2021. With the adoption of this standard, there is no reclassification of discounts from non-accretable to accretable subsequent to December 31, 2020. All adjustments made prior to December 31, 2020 will continue to be accreted to interest income. Apart from the yield accretion, the average yield on loans was 4.32% during the year ended December 31, 2021, compared to 4.53% during the year ended December 31, 2020, as a result of lower current market rates on adjustable rate loans and new loans originated during the year.

In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $400 million with a termination date of October 6, 2025. Under the terms of the swap, the Company received a fixed rate of interest of 3.018% and paid a floating rate of interest equal to one-month USD-LIBOR. The floating rate was reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate of interest exceeded one-month USD-LIBOR, the Company received net interest settlements which were recorded as loan interest income. If USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as a reduction of interest income on loans.

In March 2020, the Company and its swap counterparty mutually agreed to terminate the $400 million interest rate swap prior to its contractual maturity. The Company received a payment of $45.9 million from its swap counterparty as a result of this termination. This $45.9 million, less the accrued interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it will be accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period. The Company recorded loan interest income of $8.1 million and $7.7 million during the years ending December 31, 2021 and 2020, respectively, related to this interest rate swap. The Company currently expects to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments decreased $573,000 in the year ended December 31, 2021 compared to the year ended December 31, 2020. Interest income decreased $1.2 million due to a decrease in average interest rates from 2.88% during the year ended December 31, 2020 to 2.61% during the year ended December 31, 2021, due to lower market rates of interest on investment securities purchased during 2021 compared to securities already in the portfolio. Interest income increased $600,000 as a result of an increase in average balances from $426.4 million during the year ended December 31, 2020, to $447.9 million during the year ended December 31, 2021.

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Interest income on other interest-earning assets increased $238,000 in the year ended December 31, 2021 compared to the year ended December 31, 2020. Interest income increased $438,000 as a result of an increase in average balances from $246.1 million during the year ended December 31, 2020, to $552.1 million during the year ended December 31, 2021. Average balances increased due to higher balances held at the Federal Reserve Bank as a result of the significant increase in deposits since March 31, 2020 and significant loan repayments in 2021. Interest income decreased $200,000 due to a decrease in average interest rates from 0.19% during the year ended December 31, 2020, to 0.13% during the year ended December 31, 2021. Market interest rates earned on balances held at the Federal Reserve Bank were significantly lower in 2020 due to significant reductions in the federal funds rate of interest and remained low in 2021.

Total Interest Expense

Total interest expense decreased $19.8 million, or 48.8%, during the year ended December 31, 2021, when compared with the year ended December 31, 2020, due to a decrease in interest expense on deposits of $19.3 million, or 59.6%, a decrease in interest expense on short-term borrowings and repurchase agreements of $638,000, or 94.5%, and a decrease in interest expense on subordinated debentures issued to capital trust of $180,000, or 28.7%. Partially offsetting these decreases, interest expense on subordinated notes increased $334,000, or 4.9%.

Interest Expense – Deposits

Interest expense on demand deposits decreased $4.5 million due to a decrease in average rates from 0.38% during the year ended December 31, 2020, to 0.17% during the year ended December 31, 2021. Partially offsetting that decrease, interest on demand deposits increased $1.4 million due to an increase in average balances from $1.87 billion in the year ended December 31, 2020, to $2.32 billion in the year ended December 31, 2021. The decrease in average interest rates of interest-bearing demand deposits was primarily a result of decreased market interest rates on these types of accounts. Demand deposit balances increased substantially during the COVID-19 pandemic in 2020 and remained elevated during 2021. In 2020, many of our business and personal customers increased their average account balances with us (some through funds received from government entities) and we also added new accounts throughout the year. Much of these increased balances remained or grew in 2021; therefore, the average balances were higher in 2021 versus 2020.

Interest expense on time deposits decreased $10.3 million as a result of a decrease in average rates of interest from 1.55% during the year ended December 31, 2020, to 0.78% during the year ended December 31, 2021. In addition, interest expense on time deposits decreased $6.0 million due to a decrease in average balance of time deposits from $1.64 billion during the year ended December 31, 2020, to $1.16 billion during the year ended December 31, 2021. A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a lower rate of interest due to market interest rate decreases during 2020 and 2021. The decrease in average balances of time deposits was a result of decreases in retail customer time deposits obtained through the banking center network, retail customer time deposits obtained through on-line channels and decreases in brokered deposits. Brokered and on-line channel deposits were actively reduced by the Company as other deposit sources increased. The Company reduced its rates on these types of time deposits and allowed these deposits to mature without replacement during 2021.

Interest Expense - FHLBank Advances, Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes

FHLBank term advances were not utilized during the years ended December 31, 2021 and 2020. FHLBank overnight borrowings were utilized in the first quarter of 2020.

Interest expense on repurchase agreements increased $6,000 due to an increase in average balances from $140.9 million during the year ended December 31, 2020, to $143.8 million during the year ended December 31, 2021. The increase in average balances was due to changes in customers’ need for this product, which can fluctuate. There was only a very minor change in the average interest rate on the repurchase agreements between 2021 and 2020.

Interest expense on short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities decreased $326,000 due to average rates that decreased from 1.51% in the year ended December 31, 2020, to 0.02% in the year ended December 31, 2021.

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In addition to this decrease, interest expense on short-term borrowings and other interest-bearing liabilities decreased $318,000 due to a decrease in average balances from $42.6 million during the year ended December 31, 2020, to $1.5 million during the year ended December 31, 2021. The decrease in average balances and rates was due to changes in the Company’s funding needs and the mix of funding, which can fluctuate.

During the year ended December 31, 2021, compared to the year ended December 31, 2020, interest expense on subordinated debentures issued to capital trusts decreased $180,000 due to lower average interest rates. The average interest rate was 2.44% in 2020, compared to 1.74% in 2021. The interest rate on subordinated debentures is a floating rate indexed to the three-month LIBOR interest rate. There was no change in the average balance of the subordinated debentures between 2021 and 2020.

In August 2016, the Company issued $75 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In both cases, the issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, and therefore impact the overall interest expense on the notes. In August 2021, the Company completed the redemption of all of its 5.25% subordinated notes due August 15, 2026. The notes were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest. Interest expense on subordinated notes increased $265,000 due to an increase in average balances from $115.3 million during the year ended December 31, 2020 to $119.8 million during the year ended December 31, 2021 due to higher average balances resulting from the issuance of new notes in June 2020, slightly offset by the redemption of the subordinated notes maturing in 2026 during August 2021. Interest expense on the subordinated notes increased $69,000 due to average rates that increased from 5.92% in the year ended December 31, 2020, to 5.98% in the year ended December 31, 2021.

Net Interest Income

Net interest income for the year ended December 31, 2021 increased $783,000, or 0.4%, to $177.9 million, compared to $177.1 million for the year ended December 31, 2020. Net interest margin was 3.37% for the year ended December 31, 2021, compared to 3.49% for the year ended December 31, 2020, a decrease of 12 basis points. In both years, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which was discussed previously in “Interest Income – Loans” and is discussed in Note 3 of the accompanying audited financial statements, which are included in Item 8 of this Report. The positive impact of these changes on the years ended December 31, 2021 and 2020 were increases in interest income of $1.6 million and $5.6 million, respectively, and increases in net interest margin of three basis points and 11 basis points, respectively. Excluding the positive impact of the additional yield accretion, net interest margin decreased four basis points during the year ended December 31, 2021. The decrease in net interest margin was due to significantly declining market interest rates, a change in asset mix with increases in lower-yielding investments and cash equivalents and the redemption of subordinated notes in 2021.

The Company’s overall interest rate spread decreased one basis point, or 0.5%, from 3.23% during the year ended December 31, 2020, to 3.22% during the year ended December 31, 2021. The decrease was due to a 52 basis point decrease in the weighted average yield on interest-earning assets, partially offset by a 51 basis point decrease in the weighted average rate paid on interest-bearing liabilities. In comparing the two years, the yield on loans decreased 30 basis points, the yield on investment securities decreased 27 basis points and the yield on other interest-earning assets decreased six basis points. The rate paid on deposits decreased 55 basis points, the rate paid on subordinated debentures issued to capital trust decreased 70 basis points, the rate paid on short-term borrowings decreased 34 basis points, and the rate paid on subordinated notes increased six basis points.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.

Provision for and Allowance for Credit Losses

During the year ended December 31, 2021, the Company recorded a negative provision expense of $6.7 million on its portfolio of outstanding loans, compared to a $15.9 million provision expense recorded for the year ended December 31, 2020. The negative provision for credit losses in 2021 reflected decreased outstanding total loans and continued positive trends in asset quality metrics,

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combined with an improved economic forecast. In 2021, the national unemployment rate continued to decrease and many measures of economic growth improved. The Company experienced net recoveries of $116,000 for the year ended December 31, 2021 compared to net charge offs of $422,000 for the year ended December 31, 2020. The provision for losses on unfunded commitments for the year ended December 31, 2021 was $939,000. General market conditions and unique circumstances related to specific industries and individual projects contributed to the level of provisions and charge-offs. Collateral and repayment evaluations of all assets categorized as potential problem loans, non-performing loans or foreclosed assets were completed with corresponding charge-offs or reserve allocations made as appropriate. In 2020, due to the COVID-19 pandemic and its effects on the overall economy and unemployment, the Company increased its provision for credit losses and increased its allowance for credit losses, even though actual realized net charge-offs were very low.

The Bank’s allowance for credit losses as a percentage of total loans was 1.49% and 1.32% at December 31, 2021 and 2020, respectively. Prior to January 1, 2021, the ratio excluded the FDIC-assisted acquired loans.

Non-performing Assets

Prior to adoption of the CECL accounting standard on January 1, 2021, FDIC-assisted acquired non-performing assets, including foreclosed assets and potential problem loans, were not included in the totals or in the discussion of non-performing loans, potential problem loans and foreclosed assets. These assets were initially recorded at their estimated fair values as of their acquisition dates and accounted for in pools. The loan pools were analyzed rather than the individual loans. The performance of the loan pools acquired in each of the Company’s five FDIC-assisted transactions has been better than expectations as of the acquisition dates; as a result, FDIC-assisted acquired assets are included in their particular collateral categories in the tables below and then the total FDIC-assisted acquired assets are subtracted from the total balances.

Non-performing assets, including all FDIC-assisted acquired assets, at December 31, 2021, were $6.0 million, a decrease of $2.1 million from $8.1 million at December 31, 2020. Non-performing assets, including all FDIC-assisted acquired assets, as a percentage of total assets were 0.11% at December 31, 2021, compared to 0.15% at December 31, 2020.

Compared to December 31, 2020, non-performing loans decreased $1.5 million to $5.4 million at December 31, 2021, and foreclosed assets decreased $635,000 to $588,000 at December 31, 2021. Non-performing one-to four-family residential loans comprised $2.2 million, or 40.9%, of the total non-performing loans at December 31, 2021. Non-performing commercial real estate loans comprised $2.0 million, or 37.0%, of total non-performing loans at December 31, 2021. Non-performing consumer loans comprised $733,000, or 13.5%, of the total non-performing loans at December 31, 2021. Non-performing land development loans comprised $468,000, or 8.6%, of total non-performing loans at December 31, 2021.

Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2021, was as follows:

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Transfers toTransfers to
BeginningAdditions toRemovedPotentialForeclosedEnding
Balance,Non-from Non-ProblemAssets andCharge-Balance,
January 1PerformingPerformingLoansRepossessionsOffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction
Land development622(154)468
Commercial construction
One- to four-family residential4,4651,031(1,236)(183)(77)(1,784)2,216
Other residential190(185)(5)
Commercial real estate8494,562(330)(191)(2,884)2,006
Commercial business11420(134)
Consumer1,268330(232)(83)(191)(359)733
Total non-performing loans6,8866,565(1,983)(457)(422)(5,166)5,423
Less: FDIC-assisted acquired loans3,843144(1,149)(373)(94)(635)1,736
Total non-performing loans net of FDIC-assisted acquired loans$3,043$6,421$(834)$$(84)$(328)$(4,531)$3,687

At December 31, 2021, the non-performing one- to four-family residential category included 40 loans, eight of which were added during 2021. The largest relationship in this category is an FDIC-assisted acquired loan totaling $326,000, or 14.7% of the total category. The non-performing commercial real estate category included two loans, both of which were added during 2021. The largest relationship in this category, which totaled $1.7 million, or 86.0% of the total category, was transferred from potential problems and is collateralized by a mixed use commercial retail building. The previous largest non-performing commercial real estate relationship ($2.4 million) was paid off in 2021. The non-performing consumer category included 30 loans, seven of which were added during 2021. The non-performing land development category consisted of one loan added during 2021, which totaled $468,000 and is collateralized by unimproved zoned vacant ground in southern Illinois.

Loans that were modified under the guidance provided by the CARES Act are not included as non-performing loans in the table above as they were current under their modified terms.

Other Real Estate Owned and Repossessions. Of the total $2.1 million of other real estate owned and repossessions at December 31, 2021, $1.5 million represents properties which were not acquired through foreclosure.

Activity in foreclosed assets and repossessions during the year ended December 31, 2021, was as follows:

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BeginningEnding
Balance,CapitalizedBalance,
January 1AdditionsSalesCostsWrite-DownsDecember 31
(In Thousands)
One- to four-family construction$$$$$$
Subdivision construction263(169)(94)
Land development682(250)(117)315
Commercial construction
One- to four-family residential125183(125)183
Other residential
Commercial real estate192(192)
Commercial business
Consumer153759(822)90
Total foreclosed assets and repossessions1,2231,134(1,558)(211)588
Less: FDIC-assisted acquired assets446375(206)(117)498
Total foreclosed assets and repossessions net of FDIC-assisted acquired assets$777$759$(1,352)$$(94)$90

At December 31, 2021, the land development category of foreclosed assets consisted of one property in central Iowa (this was an FDIC-assisted acquired asset), which was added prior to 2021. The one- to four-family residential category of foreclosed assets consisted of two properties (both of which were FDIC-assisted acquired assets), both of which were added during 2021. The amount of additions and sales in the consumer category are due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

Potential Problem Loans. Potential problem loans decreased $3.8 million during the year ended December 31, 2021, from $5.8 million at December 31, 2020 to $2.0 million at December 31, 2021. As noted, we experienced an increased level of loan modifications in late March through June 2020; however, total loan modifications were much lower at December 31, 2020, and decreased further through December 31, 2021. In accordance with the CARES Act and guidance from the banking regulatory agencies, we made certain short-term modifications to loan terms to help our customers navigate through the pandemic situation. Although loan modifications were made, they did not automatically result in these loans being classified as TDRs, potential problem loans or non-performing loans.

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Activity in the potential problem loans category during the year ended December 31, 2021, was as follows:

RemovedTransfers to
BeginningAdditionsfromTransfersForeclosedEnding
Balance,to PotentialPotentialto Non-Assets andBalance,
January 1ProblemProblemPerformingRepossessionsCharge-OffsPaymentsDecember 31
(In Thousands)
One- to four-family construction$$$$$$$$
Subdivision construction21(6)15
Land development
Commercial construction
One- to four-family residential2,157(314)(52)(359)1,432
Other residential
Commercial real estate3,080(1,070)(1,726)(74)210
Commercial business
Consumer588158(21)(1)(95)(97)(209)323
Total potential problem loans5,846158(1,405)(1,779)(95)(97)(648)1,980
Less: FDIC-assisted acquired loans1,523(314)(205)1,004
Total potential problem loans net of FDIC-assisted acquired loans$4,323$158$(1,091)$(1,779)$(95)$(97)$(443)$976

At December 31, 2021, the commercial real estate category of potential problem loans included one loan, which was added in a prior year. During 2021, within the commercial real estate category of potential problem loans, one at $536,000 was upgraded after six months of consecutive payments and one at $534,000 was paid off and removed from the potential problem loans category; both of these loans had been added to potential problem loans in 2020. One loan totaling $1.7 million was moved to the non-performing category. The one- to four-family residential category of potential problem loans included 25 loans, none of which were added during 2021. The largest relationship in this category totaled $171,000, or 12.0% of the category. The consumer category of potential problem loans included 27 loans, eight of which were added during 2021.

Loans Classified “Watch”

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as “Watch” are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. During 2021, loans classified as “Watch” decreased $34.0 million, from $64.8 million at December 31, 2020 to $30.7 million at December 31, 2021. This decrease was primarily due to loans being upgraded out of the “watch” category, which primarily included one $14.3 million relationship collateralized by a shopping center, one $10.6 million relationship collateralized by recreational facilities and other real estate and business assets, and one $3.9 million relationship collateralized by a shopping center and other real estate and business assets. Also, one $11.6 million relationship collateralized by a healthcare facility was paid in full during 2021. Partially offsetting those decreases, one $10.3 million relationship collateralized by a healthcare facility was downgraded and added to the “Watch” category. See Note 3 of the accompanying audited financial statements, which are included in Item 8 of this report, for further discussion of the Company’s loan grading system.

Non-Interest Income

Non-interest income for the year ended December 31, 2021 was $38.3 million compared with $35.0 million for the year ended December 31, 2020. The increase of $3.3 million, or 9.3%, was primarily as a result of the following items:

Point-of-sale and ATM fees: Point-of-sale and ATM fees increased $2.8 million compared to the year ended December 31, 2020. This increase was primarily due to a reduction in customer usage in 2020 as the COVID-19 pandemic caused many businesses to close or limit access for a period of time. In the year ended December 31, 2021, debit card and ATM usage by customers was back to normal levels, and in some cases, increased levels of activity.

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Net gains on loan sales: Net gains on loan sales increased $1.4 million compared to the year ended December 31, 2020. The increase was due to an increase in originations of fixed-rate single-family mortgage loans during 2021 compared to 2020. Fixed-rate single-family mortgage loans originated are generally subsequently sold in the secondary market. These loan originations increased substantially when market interest rates decreased to historically low levels in the latter half of 2020 and the first half of 2021. As a result of the significant volume of refinance activity, and as market interest rates moved a bit higher in the latter half of 2021, mortgage refinance volume decreased and loan originations and related gains on sales of these loans returned to levels closer to historic averages.

Gain (loss) on derivative interest rate products: In 2021, the Company recognized a gain of $312,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans. In 2020, the Company recognized a loss of $264,000 on the change in fair value of its back-to-back interest rate swaps related to commercial loans. Generally, as market interest rates increase, this creates a net increase in the fair value of these instruments. As market rates decrease, the opposite tends to occur. This is a non-cash item as there was no required settlement of this amount between the Company and its swap counterparties.

Other income: Other income decreased $2.0 million compared to the year ended December 31, 2020. In 2020, the Company recognized approximately $1.5 million of fee income related to newly-originated interest rate swaps in the Company’s back-to-back swap program with loan customers and swap counterparties, with fewer of these transactions and related fee income generated in 2021.

Non-Interest Expense

Total non-interest expense increased $4.4 million, or 3.6%, from $123.2 million in the year ended December 31, 2020, to $127.6 million in the year ended December 31, 2021. The Company’s efficiency ratio for the year ended December 31, 2021 was 59.03%, an increase from 58.07% for 2020. The higher efficiency ratio in 2021 was primarily due to an increase in non-interest expense (primarily from the significant IT consulting expense and related contract termination liability incurred in December 2021), partially offset by an increase in total revenue. Excluding this consulting expense and contract termination liability, the Company’s efficiency ratio was 56.57% in 2021. In the year ended December 31, 2021, the Company’s efficiency ratio was negatively impacted by a decrease in interest income on loans and positively impacted by a decrease in interest expense on deposits. In the year ended December 31, 2020, the Company’s efficiency ratio was negatively impacted by an increase in salaries and employee benefits expense and positively impacted by an increase in income related to loan sales. The Company’s ratio of non-interest expense to average assets was 2.32% for the year ended December 31, 2021 compared to 2.31% for the year ended December 31, 2020. Average assets for the year ended December 31, 2021, increased $178.9 million, or 3.4%, from the year ended December 31, 2020, primarily due to increases in investment securities and interest-bearing cash equivalents, partially offset by a decrease in net loans receivable.

The following were key items related to the increase in non-interest expense for the year ended December 31, 2021 as compared to the year ended December 31, 2020:

Legal, Audit and Other Professional Fees: Legal, audit and other professional fees increased $4.2 million in the year ended December 31, 2021 when compared to the year ended December 31, 2020. In 2021, the Company expensed and paid $4.1 million in fees to consultants that were engaged to support the Company in its evaluation of core and ancillary software and information technology systems. The consultant’s support included assisting the Company in identifying various software options, helping identify positive and negative attributes of those software options and assisting in negotiating contract terms and pricing.

Net Occupancy and Equipment Expense: Net occupancy and Equipment expense increased $1.6 million, to $29.2 million at December 31, 2021 when compared to the year ended December 31, 2020. In 2021, the Company expensed a $1.2 million contract termination fee related to the Company’s current core software and information technology system.

Insurance: Insurance expense increased $656,000 in the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase was primarily due to an increase in FDIC deposit insurance premiums. In 2020, the Company had a $482,000 credit with the FDIC for a portion of premiums previously paid to the deposit insurance fund. The remaining deposit insurance fund credit was utilized in 2020 in addition to $870,000 in premiums being due for the year ended December 31, 2020, while the premium expense was $1.4 million for the year ended December 31, 2021.

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Expense on other real estate owned and repossessions: Expense on other real estate owned and repossessions decreased $1.4 million in the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to sales of most foreclosed assets and a smaller amount of repossessed automobiles in 2021, plus higher valuation write-downs of certain foreclosed assets during 2020. During 2020, sales and valuation write-downs of certain foreclosed assets totaled a net expense of $963,000, while sales and valuation write-downs in 2021 totaled a net gain of $7,000.

Salaries and employee benefits: Salaries and employee benefits decreased $520,000 in the year ended December 31, 2021 compared to the year ended December 31, 2020. In 2020, the Company approved two special cash bonuses to all employees totaling $2.2 million in response to the COVID-19 pandemic. Such bonuses were not repeated in the year ended December 31, 2021.

Provision for Income Taxes

For the years ended December 31, 2021 and 2020, the Company’s effective tax rates were 20.9% and 18.9%, respectively. These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and to tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.

Liquidity

Liquidity is a measure of the Company’s ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company’s management of the ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its borrowers’ credit needs. At December 31, 2022, the Company had commitments of approximately $114.0 million to fund loan originations, $2.01 billion of unused lines of credit and unadvanced loans, and $16.7 million of outstanding letters of credit.

Loan commitments and the unfunded portion of loans at the dates indicated were as follows (in thousands):

December 31,December 31,December 31,December 31,December 31,
20222021202020192018
Closed non-construction loans with unused available lines
Secured by real estate (one- to four-family)$199,182$175,682$164,480$155,831$150,948
Secured by real estate (not one- to four-family)23,75222,27319,51211,063
Not secured by real estate - commercial business104,45291,78677,41183,78287,480
Closed construction loans with unused available lines
Secured by real estate (one-to four-family)100,66974,50142,16248,21337,162
Secured by real estate (not one-to four-family)1,444,4501,092,029823,106798,810906,006
Loan commitments not closed
Secured by real estate (one-to four-family)16,81953,52985,91769,29524,253
Secured by real estate (not one-to four-family)157,645146,82645,86092,434104,871
Not secured by real estate - commercial business50,14512,920699405
$2,073,362$1,671,025$1,261,908$1,267,877$1,322,188

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The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2022. Additional information regarding these contractual obligations is discussed further in Notes 6, 8, 9, 10, 11, 12, 13 and 18 of the accompanying audited financial statements, which are included in Item 8 of this Report.

Payments Due In:
One Year orOver One toOver Five
LessFive YearsYearsTotal
(In Thousands)
Deposits without a stated maturity$3,402,123$$$3,402,123
Time and brokered certificates of deposit1,070,939211,0138351,282,787
Short-term borrowings266,426266,426
Subordinated debentures25,77425,774
Subordinated notes74,28174,281
Operating leases1,1994,3233,2068,728
Dividends declared but not paid4,8934,893
$4,745,580$215,336$104,096$5,065,012

The Company’s primary sources of funds are customer deposits, brokered deposits, short term borrowings at the FHLBank, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities, and funds provided from operations. The Company utilizes particular sources of funds based on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds. Since mid-2022, the Company has increased the interest rates it pays on many deposit products. The Company has also utilized both fixed-rate and floating-rate brokered deposits of varying terms, as well as overnight FHLBank borrowings.

At December 31, 2022 and 2021, the Company had these available secured lines and on-balance sheet liquidity:

December 31, 2022December 31, 2021
Federal Home Loan Bank line$1,005.1 million$756.5 million
Federal Reserve Bank line397.0 million352.4 million
Cash and cash equivalents168.5 million717.3 million
Unpledged securities – Available-for-sale371.8 million406.8 million
Unpledged securities – Held-to-maturity202.5 million

Statements of Cash Flows. During the years ended December 31, 2022, 2021 and 2020, the Company had positive cash flows from operating activities. The Company experienced positive cash flows from investing activities during the year ended December 31, 2021, and negative cash flows from investing activities during the years ended December 31, 2022 and 2020. The Company experienced negative cash flows from financing activities during the year ended December 31, 2021, and positive cash flows from financing activities during the years ended December 31, 2022 and 2020.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for credit losses, realized gains on the sale of investment securities and loans, depreciation and amortization and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held-for-sale were the primary sources of cash flows from operating activities. Operating activities provided cash flows of $66.6 million, $85.0 million and $46.0 million during the years ended December 31, 2022, 2021 and 2020, respectively.

During the years ended December 31, 2022, 2021 and 2020, investing activities used cash of $801.3 million, provided cash of $190.7 million and used cash of $131.3 million, respectively, primarily due to the net increases and purchases of loans (2022 and 2020) and investment securities (2022, 2021 and 2020), partially offset by cash received for the termination of interest rate derivatives (2020). During 2021, investing activities provided cash as net loan repayments exceeded the purchase of loans and investment securities.

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Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are primarily due to changes in deposits after interest credited, changes in short-term borrowings, proceeds from the issuance of subordinated notes, redemption of subordinated notes, purchases of the Company’s common stock and dividend payments to stockholders. Financing activities provided cash flows of $186.0 million and $428.9 million during the years ended December 31, 2022 and 2020, respectively, primarily due to increases in customer deposit balances, net increases or decreases in various borrowings and proceeds from the issuance of subordinated notes (2020), partially offset by dividend payments to stockholders and purchases of the Company’s common stock. Financing activities used cash flows of $122.2 million during the year ended December 31, 2021, as dividend payments to stockholders, redemption of subordinated notes and purchases of the Company’s common stock exceeded the net increase in deposits.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

As of December 31, 2022, total stockholders’ equity and common stockholders’ equity were each $533.1 million, or 9.4% of total assets, equivalent to a book value of $43.58 per common share. As of December 31, 2021, total stockholders’ equity and common stockholders’ equity were each $616.8 million, or 11.3% of total assets, equivalent to a book value of $46.98 per common share. At December 31, 2022, the Company’s tangible common equity to tangible assets ratio was 9.2%, compared to 11.2% at December 31, 2021. Included in stockholders’ equity at December 31, 2022 and 2021, were unrealized gains (losses) (net of taxes) on the Company’s available-for-sale investment securities totaling $(47.2 million) and $9.1 million, respectively. This change from a net unrealized gain to a net unrealized loss during 2022 primarily resulted from increasing market interest rates throughout 2022, which decreased the fair value of investment securities.

In addition, included in stockholders’ equity at December 31, 2022, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $17.4 million. This amount, plus associated deferred taxes, is expected to be accreted to interest income over the remaining term of the original interest rate swap contract, which was to end in October 2025. At December 31, 2022, the remaining pre-tax amount to be recorded in interest income was $22.5 million. The net effect on total stockholders’ equity over time will be no impact as the reduction of this realized gain will be offset by an increase in retained earnings (as the interest income flows through pre-tax income).

Also included in stockholders’ equity at December 31, 2022, was an unrealized loss (net of taxes) on the Company’s three outstanding cash flow hedges (three interest rate swaps) totaling $23.6 million. Increases in market interest rates since the inception of these hedges have caused their fair values to decrease.

Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Under current guidelines, which became effective January 1, 2015, banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. To be considered “well capitalized,” banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On December 31, 2022, the Bank’s common equity Tier 1 capital ratio was 11.9%, its Tier 1 capital ratio was 11.9%, its total capital ratio was 13.1% and its Tier 1 leverage ratio was 11.5%. As a result, as of December 31, 2022, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2021, the Bank’s common equity Tier 1 capital ratio was 14.1%, its Tier 1 capital ratio was 14.1%, its total capital ratio was 15.4% and its Tier 1 leverage ratio was 11.9%. As a result, as of December 31, 2021, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2022, the Company’s common equity Tier 1 capital ratio was 10.6%, its Tier 1 capital ratio was 11.0%, its total capital ratio was 13.5% and its Tier 1 leverage ratio was 10.6%. To be considered well capitalized, a bank holding company must have a Tier 1 risk-based capital ratio of at least 6.00% and a total risk-based capital ratio of at least 10.00%. As of December 31, 2022, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2021, the Company’s common equity Tier 1 capital ratio was 12.9%, its Tier 1 capital ratio was 13.4%, its total capital ratio was 16.3% and its Tier 1 leverage ratio was 11.3%. As of December 31, 2021, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such.

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In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. Both the Company and the Bank had a capital conservation buffer that exceeded the required minimum levels at December 31, 2022 and 2021.

On August 15, 2021, the Company completed the redemption, at par, of all $75.0 million aggregate principal amount of its 5.25% fixed to floating rate subordinated notes due August 15, 2026. The total redemption price was 100% of the aggregate principal balance of the subordinated notes plus accrued and unpaid interest. The Company utilized cash on hand for the redemption payment. These subordinated notes were included as capital in the Company’s calculation of its total capital ratio.

Dividends. During the year ended December 31, 2022, the Company declared common stock cash dividends of $1.56 per share (25.9% of net income per common share) and paid common stock cash dividends of $1.52 per share. During the year ended December 31, 2021, the Company declared common stock cash dividends of $1.40 per share (25.6% of net income per common share) and paid common stock cash dividends of $1.38 per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The $0.40 per share dividend declared but unpaid as of December 31, 2022, was paid to stockholders in January 2023.

Common Stock Repurchases and Issuances. The Company has been in various buy-back programs since May 1990. During the years ended December 31, 2022 and 2021, the Company repurchased 1,043,804 shares of its common stock at an average price of $59.25 per share and 715,397 shares of its common stock at an average price of $54.69 per share, respectively. During the years ended December 31, 2022 and 2021, the Company issued 146,601 shares of stock at an average price of $42.69 per share and 91,285 shares of stock at an average price of $40.53 per share, respectively, to cover stock option exercises.

In January 2022, the Company’s Board of Directors authorized management to purchase up to one million shares of the Company’s outstanding common stock, under a program of open market purchases or privately negotiated transactions. At December 31, 2022, there were approximately 177,000 shares which could still be purchased under this authorization. In December 2022, the Company’s Board of Directors authorized the purchase of up to an additional one million shares of the Company’s outstanding common stock, under a program of open market purchases or privately negotiated transactions, resulting in a total of approximately 1.2 million shares currently available in our stock repurchase authorization.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the stock would contribute to the overall growth of shareholder value. The number of shares of stock that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company. The primary factors, however, are the number of shares available in the market from sellers at any given time, the price of the stock within the market as determined by the market and the projected impact on the Company’s earnings per share and capital.

Non-GAAP Financial Measures

This document contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures includes the efficiency ratio excluding consulting expense and related contract termination liability and tangible common equity to tangible assets ratio.

We calculate the efficiency ratio excluding consulting expense and related contract termination liability by subtracting from the non-interest expense component of the ratio the consulting expense and contract termination fee we incurred during 2021 in connection with the evaluation of our core and ancillary software and information technology systems. We had no such expenses or fees during 2022. Management believes the efficiency ratio calculated in this manner better reflects our core operating performance and makes this ratio more meaningful when comparing our operating results to different periods.

In calculating the ratio of tangible common equity to tangible assets, we subtract period-end intangible assets from common equity and from total assets. Management believes that the presentation of this measure excluding the impact of intangible assets provides useful supplemental information that is helpful in understanding our financial condition and results of operations, as it provides a method to assess management’s success in utilizing our tangible capital as well as our capital strength. Management also believes that providing a measure that excludes balances of intangible assets, which are subjective components of valuation, facilitates the

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comparison of our performance with the performance of our peers. In addition, management believes that this is a standard financial measure used in the banking industry to evaluate performance.

These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of non-GAAP measures, this presentation may not be comparable to other similarly titled measures as calculated by other companies.

Non-GAAP Reconciliation: Efficiency Ratio Excluding Consulting Expense and Related Contract Termination Liability

Year Ended
December 31, 2021
(Dollars in Thousands)
Reported non-interest expense/ efficiency ratio$127,63559.03%
Less: Impact of one-time consulting expense and related contract termination liability5,3182.46
Core non-interest expense/ efficiency ratio$122,31756.57%

There were no non-GAAP adjustments to the efficiency ratio for years other than 2021.

Non-GAAP Reconciliation: Ratio of Tangible Common Equity to Tangible Assets

December 31,December 31,December 31,December 31,December 31,
20222021202020192018
(Dollars In Thousands)
Common equity at period end$533,087$616,752$629,741$603,066$531,977
Less: Intangible assets at period end10,8136,0816,9448,0989,288
Tangible common equity at period end (a)$522,274$610,671$622,797$594,968$522,689
Total assets at period end$5,680,702$5,449,944$5,526,420$5,015,072$4,676,200
Less: Intangible assets at period end10,8136,0816,9448,0989,288
Tangible assets at period end (b)$5,669,889$5,443,863$5,519,476$5,006,974$4,666,912
Tangible common equity to tangible assets (a) / (b)9.21%11.22%11.28%11.88%11.20%

FY 2021 10-K MD&A

SEC filing source: 0001410578-22-000289.

Low-confidence quarantine: published MD&A gate detected tail bleed at ' Item\xa08.' and could not re-bound cleanly. Confidence: low. Filing date: 2022-03-07. Report date: 2021-12-31.

Historical MD&A text quarantined because Item 7 boundaries were low-confidence. No filing narrative is emitted for this historical year until the parser is reviewed.