grepcent / static financial knowledge base

SOUTH PLAINS FINANCIAL, INC. (SPFI)

CIK: 0001163668. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-05.

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

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1163668. Latest filing source: 0001140361-26-008087.

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

Business

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

Risk Factors

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

Selected Fundamentals

MetricValueUnitFYFiled
Revenue251,998,000USD20252026-03-05
Net income58,471,000USD20252026-03-05
Assets4,480,500,000USD20252026-03-05

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001163668.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.

Metric201720182019202020212022202320242025
Revenue118,094,000132,942,000138,231,000135,036,000161,168,000212,033,000240,899,000251,998,000
Net income29,290,00029,220,00045,353,00058,614,00058,240,00062,745,00049,717,00058,471,000
Diluted EPS1.981.712.473.173.233.622.923.44
Operating cash flow26,920,00030,484,0005,627,00096,271,000123,590,00058,539,00059,381,00077,490,000
Capital expenditures3,134,0003,997,0003,310,0002,920,0004,469,0004,681,0003,354,0005,661,000
Dividends paid30,045,0001,079,0002,528,0005,385,0008,012,0008,745,0009,154,00010,101,000
Share buybacks0.00293,0009,227,00022,699,00017,763,0001,340,0008,526,000
Assets2,712,745,0003,237,167,0003,599,160,0003,901,855,0003,944,063,0004,204,793,0004,232,239,0004,480,500,000
Liabilities2,499,970,0002,930,985,0003,229,112,0003,494,428,0003,587,049,0003,797,679,0003,793,290,0003,986,663,000
Stockholders' equity158,206,000154,580,000306,182,000370,048,000407,427,000357,014,000407,114,000438,949,000493,837,000
Cash and cash equivalents245,989,000158,099,000300,307,000486,821,000234,883,000330,158,000359,082,000552,439,000
Free cash flow23,786,00026,487,0002,317,00093,351,000119,121,00053,858,00056,027,00071,829,000

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.

Metric201720182019202020212022202320242025
Net margin24.80%21.98%32.81%43.41%36.14%29.59%20.64%23.20%
Return on equity18.95%9.54%12.26%14.39%16.31%15.41%11.33%11.84%
Return on assets1.08%0.90%1.26%1.50%1.48%1.49%1.17%1.31%
Liabilities / equity16.179.578.738.5810.059.338.648.07

Industry Peer Context

Each number-line places SPFI 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

SPFI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.SPFI 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%SPFI 23.2%

ROE peer context

SPFI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.SPFI 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%SPFI 11.8%

ROA peer context

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

SPFI FY2025 free cash flow bridge from reported figures.SPFI FY2025 free cash flow bridge from reported figures.SPFI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$77.5MOperating cash flow-$5.7MCapex$71.8MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001140361-26-008087; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001140361-26-008087; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001140361-26-008087; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

SPFI revenue, last 5 periods. Source: SEC companyfacts FY2025.SPFI revenue, last 5 periods. Source: SEC companyfacts FY2025.SPFI RevenueLatest point: FY2025 = $252.0MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

SPFI net income, last 5 periods. Source: SEC companyfacts FY2025.SPFI net income, last 5 periods. Source: SEC companyfacts FY2025.SPFI Net incomeLatest point: FY2025 = $58.5MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SPFI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SPFI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SPFI Diluted EPSLatest point: FY2025 = $3.44/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$3.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-008087; filed 2026-03-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

SPFI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SPFI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SPFI Operating cash flowLatest point: FY2025 = $77.5MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

SPFI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SPFI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SPFI Capital expendituresLatest point: FY2025 = $5.7MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

SPFI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.SPFI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.SPFI Dividends paidLatest point: FY2025 = $10.1MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-008087; filed 2026-03-05. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

SPFI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.SPFI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.SPFI Share buybacksLatest point: FY2025 = $8.5MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

SPFI assets, last 5 periods. Source: SEC companyfacts FY2025.SPFI assets, last 5 periods. Source: SEC companyfacts FY2025.SPFI AssetsLatest point: FY2025 = $4.5BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-008087; filed 2026-03-05. Concept: Assets. Source concepts: us-gaap:Assets.

SPFI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SPFI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SPFI LiabilitiesLatest point: FY2025 = $4.0BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-008087; filed 2026-03-05. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

SPFI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SPFI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SPFI Stockholders' equityLatest point: FY2025 = $493.8MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001140361-26-008087; filed 2026-03-05. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

SPFI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SPFI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SPFI Cash and cash equivalentsLatest point: FY2025 = $552.4MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

SPFI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SPFI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SPFI Free cash flowLatest point: FY2025 = $71.8MSource: 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 0001140361-26-008087; filed 2026-03-05. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001163668.json.

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

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.88reported discrete quarter
2022-Q32022-09-300.86reported discrete quarter
2023-Q12023-03-310.53reported discrete quarter
2023-Q22023-06-3050,821,00029,683,0001.71reported discrete quarter
2023-Q32023-09-3056,528,00013,494,0000.78reported discrete quarter
2023-Q42023-12-3157,236,00010,324,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3158,727,00010,874,0000.64reported discrete quarter
2024-Q22024-06-3059,208,00011,134,0000.66reported discrete quarter
2024-Q32024-09-3061,640,00011,212,0000.66reported discrete quarter
2024-Q42024-12-3161,324,00016,497,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3159,922,00012,294,0000.72reported discrete quarter
2025-Q22025-06-3064,135,00014,605,0000.86reported discrete quarter
2025-Q32025-09-3064,520,00016,318,0000.96reported discrete quarter
2025-Q42025-12-3163,421,00015,254,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3162,632,00014,545,0000.85reported discrete quarter

Quarterly Charts

SPFI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI Quarterly RevenueLatest point: 2026-Q1 = $62.6MSource: 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 0001140361-26-019131; filed 2026-05-05. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

SPFI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI Quarterly Net incomeLatest point: 2026-Q1 = $14.5MSource: 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 0001140361-26-019131; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SPFI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SPFI Quarterly Diluted EPSLatest point: 2026-Q1 = $0.85/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 0001140361-26-019131; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001140361-26-019131.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

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

The following discussion and analysis of our financial condition and results of operations for the periods covered by this Quarterly Report on Form 10-Q (this “Form 10-Q”) and
should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on Form
10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on March 5, 2026. Unless we state otherwise or the context otherwise requires,
references in this Form 10-Q to “we,” “our,” “us” and “the Company” refer to South Plains Financial, Inc., a Texas corporation, our wholly-owned banking subsidiary, City Bank, a Texas banking association and our other consolidated subsidiaries.
References in this Form 10-Q to the “Bank” refer to City Bank.

Cautionary Notice Regarding Forward-Looking Statements

This Form 10-Q contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or
phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,”
“annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations,
estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such
forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking
statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

Column 1Column 2Column 3
risks relating to the acquisition of BOH Holdings, Inc. (“BOH”) including, without limitation: the expected impact of the transaction and on the combined entities’ operations, financial condition, and financial results; the businesses of South Plains and BOH may not be combined successfully, or such combination may take longer to accomplish than expected; the cost savings from the transaction may not be fully realized or may take longer to realize than expected; operating costs, customer loss and business disruption following the transaction, including adverse effects on relationships with employees, may be greater than expected; the risk of deposit and customer attrition; and increased competitive pressures on solicitations of customers by competitors;
Column 1Column 2Column 3
risks related to the integration of any other acquired businesses, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, risks related to entering a new geographic market, the time and costs associated with integrating systems, technology platforms, procedures and personnel, the ability to retain key employees and maintain relationships with significant customers, the need for additional capital to finance such transactions, and possible failures in realizing the anticipated benefits from acquisitions;
Column 1Column 2Column 3
potential recession in the United States and our market areas;
Column 1Column 2Column 3
uncertainty or perceived instability in the banking industry as a whole;
Column 1Column 2Column 3
increased competition for deposits and related changes in deposit customer behavior;
Column 1Column 2Column 3
the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas, and its impact on market interest rates, the economy and credit quality;
Column 1Column 2Column 3
business and economic conditions, particularly those affecting our market areas, as well as the concentration of our business in such market areas;
Column 1Column 2Column 3
the impact of pandemics, epidemics, or any other health-related crisis;
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high concentrations of loans secured by real estate located in our market areas;
Column 1Column 2Column 3
increases in unemployment rates in the United States and our market areas;
Column 1Column 2Column 3
risks associated with our commercial loan portfolio, including the risk for deterioration in value of the general business assets that secure such loans;

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Column 1Column 2Column 3
potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans;
Column 1Column 2Column 3
risks associated with our agricultural loan portfolio, including the heightened sensitivity to weather conditions, commodity prices, and other factors generally outside the borrowers and our control;
Column 1Column 2Column 3
risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;
Column 1Column 2Column 3
public funds deposits comprising a relatively high percentage of our deposits;
Column 1Column 2Column 3
potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;
Column 1Column 2Column 3
our ability to maintain our reputation;
Column 1Column 2Column 3
our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses;
Column 1Column 2Column 3
our ability to attract, hire and retain qualified management personnel;
Column 1Column 2Column 3
our dependence on our management team, including our ability to retain executive officers and key employees and their customer and community relationships;
Column 1Column 2Column 3
interest rate fluctuations, which could have an adverse effect on our profitability;
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competition from banks, credit unions and other financial services providers;
Column 1Column 2Column 3
our ability to keep pace with technological change or difficulties we may experience when implementing new technologies;
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cybersecurity risk, including cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of a cyber attack, could impact the Company’s reputation, increase regulatory oversight, and impact the financial results of the Company;
Column 1Column 2Column 3
our ability to maintain effective internal control over financial reporting;
Column 1Column 2Column 3
employee error, fraudulent activity by employees or customers and inaccurate or incomplete information about our customers and counterparties;
Column 1Column 2Column 3
increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;
Column 1Column 2Column 3
our ability to maintain adequate liquidity and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels;
Column 1Column 2Column 3
costs and effects of litigation, investigations or similar matters to which we may be subject, including any effect on our reputation;
Column 1Column 2Column 3
severe weather, natural disasters, military conflicts (including the conflicts in the Middle East, the possible expansion of such conflicts and potential geopolitical and economic consequences), acts of terrorism, geopolitical instability, domestic civil unrest or other external events, including as a result of the impact of the policies of the current U.S. presidential administration or Congress;
Column 1Column 2Column 3
uncertainty regarding United States fiscal debt, deficit and budget matters;
Column 1Column 2Column 3
the impacts of tariffs, sanctions, and other trade policies of the United States and its global trading counterparts and the resulting impact on the Company and its customers;
Column 1Column 2Column 3
the risks related to the development, implementation use and management of emerging technologies, including artificial intelligence and machine learning;
Column 1Column 2Column 3
compliance with governmental and regulatory requirements, including the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (“EGRRCPA”), and others relating to banking, consumer protection, securities and tax matters;
Column 1Column 2Column 3
changes in accounting principles and standards, including those related to loan loss recognition under the current expected credit loss, or CECL, methodology;

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Column 1Column 2Column 3
changes in the laws, rules, regulations, interpretations or policies that apply to the Company’s business and operations, and any additional regulations, or repeals that may be forthcoming as a result thereof, which could cause the Company to incur additional costs and adversely affect the Company’s business environment, operations and financial results; and
Column 1Column 2Column 3
our ability to navigate the uncertain impacts of current and future governmental monetary and fiscal policies, including the current and future policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) and as a result of initiatives of the Trump administration.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-Q and the risk factors set forth in our 2025
Annual Report on Form 10-K.

[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: 2026-03-05. Report date: 2025-12-31.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
accompanying notes included in Item 8. Financial Statements and Supplementary Data. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we
believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause
actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking
statements.

Discussion in this Form 10-K includes results of operations and financial condition for 2025 and 2024 and year-over-year comparisons between 2025 and 2024. For discussion on
results of operations and financial condition pertaining to 2024 and 2023 and year-over-year comparisons between 2024 and 2023, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II,
Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank is one of the largest independent banks in West Texas and has additional banking
operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. Through City Bank, we provide a wide range of commercial and consumer financial services to small and
medium-sized businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with investment, trust and mortgage services.

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On December 1, 2025, SPFI, and BOH Holdings, Inc., a Texas corporation (“BOH”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), providing for the
acquisition by SPFI of BOH through the merger of BOH with and into SPFI, with SPFI surviving the merger (the “Merger”). At December 31, 2025, BOH had $745.1 million in assets, $624.5 million in total gross loans, and $603.0 million in deposits.
Pursuant to the terms and subject to the conditions of the Reorganization Agreement, which has been unanimously approved by the boards of directors of each of SPFI and BOH, each share of BOH common stock issued and outstanding immediately prior
to the effective time of the Merger (the “effective time”) will be converted into the right to receive, without interest, 0.1925 shares of SPFI common stock, subject to adjustment pursuant to the terms of the Reorganization Agreement (the
“Exchange Ratio”), plus cash in lieu of any fractional shares.

Based on the closing price of $37.79 for SPFI common stock on November 28, 2025, the Merger would have an aggregate value of approximately $105.9 million, though the transaction value is likely
to change until closing due to fluctuations in the price of SPFI common stock. Immediately following the consummation of the Merger, Bank of Houston, a Texas state banking association and wholly-owned subsidiary of BOH, will merge with and into
City Bank, with City Bank surviving the merger. The Merger is expected to close during the second quarter of 2026, subject to the satisfaction of customary closing conditions, including the receipt of all required regulatory approvals and the
approval of BOH’s shareholders.

Selected Financial Data

The following table sets forth certain of our selected financial data for, and as of the end of, each of the periods indicated (dollars in thousands, except per share data).

As of and for the Year Ended December 31,
202520242023
Selected Income Statement Data:
Net interest income$166,999$147,098$139,747
Provision for credit losses5,1954,3004,610
Noninterest income44,88948,07279,226
Noninterest expense132,620127,578134,946
Income tax expense15,60213,57516,672
Net income58,47149,71762,745
Share and Per Share Data:
Earnings per share (basic)$3.59$3.03$3.73
Earnings per share (diluted)3.442.923.62
Dividends per share0.620.560.52
Tangible book value per share(1)29.0525.4023.47
Selected Period End Balance Sheet Data:
Cash and cash equivalents$552,439$359,082$330,158
Investment securities567,540577,240622,762
Gross loans held for investment3,144,5023,055,0543,014,153
Allowance for credit losses on loans45,13143,23742,356
Total assets4,480,5004,232,2394,204,793
Total deposits3,874,0773,620,8763,626,153
Borrowings60,493110,354110,168
Total stockholders’ equity493,837438,949407,114
Performance Ratios:
Return on average assets1.33%1.17%1.54%
Return on average stockholders’ equity12.70%11.75%16.58%
Net interest margin(2)3.98%3.65%3.61%
Efficiency ratio(3)62.32%65.07%61.33%
Credit Quality Ratios:
Nonperforming assets to total assets(4)0.26%0.58%0.14%
Nonperforming loans to total loans held for investment(5)0.31%0.79%0.17%
Allowance for credit losses on loans to nonperforming loans(5)460.29%179.98%818.00%
Allowance for credit losses on loans to total loans held for investment1.44%1.42%1.41%
Net loan charge-offs to average loans0.10%0.11%0.07%
Capital Ratios:
Total stockholders’ equity to total assets11.02%10.37%9.68%
Tangible common equity to tangible assets(1)10.61%9.92%9.21%
Common equity tier 1 capital ratio14.45%13.53%12.41%
Tier 1 leverage ratio12.53%12.04%11.33%
Tier 1 risk-based capital ratio15.70%14.80%13.69%
Total risk-based capital ratio17.26%17.86%16.74%
Column 1Column 2
(1)Represents a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
Column 1Column 2
(2)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.
Column 1Column 2
(3)The efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income.
Column 1Column 2
(4)Nonperforming assets consist of nonperforming loans plus foreclosed assets.
Column 1Column 2
(5)Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

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Results of Operations

Net income for the year ended December 31, 2025 was $58.5 million, or $3.44 per diluted share, compared to $49.7 million, or $2.92 per diluted share, for the year ended December 31, 2024. The
increase in net income was primarily the result of an increase of $19.9 million in net interest income, partially offset by a decrease of $3.2 million in noninterest income and an increase of $5.0 million in noninterest expenses. Details of the
changes in the various components are further discussed below.

Return on average assets was 1.33% and return on average equity was 12.70% for the year ended December 31, 2025, compared to 1.17% and 11.75%, respectively, for the year ended December 31,
2024. The increase in return on average assets was primarily due to the increase in net income of 17.6%, relative to an increase of 3.6% in total average assets.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment
securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing
liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs
of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net
interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets,
interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the
resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest
margin. For purposes of this table, interest income, net interest margin and net interest spread are shown on a fully tax-equivalent basis.

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Year Ended December 31,
202520242023
Average BalanceInterestYield/RateAverage BalanceInterestYield/RateAverage BalanceInterestYield/Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans(1)$3,087,635$211,2316.84%$3,054,189$202,3016.62%$2,924,473$176,6276.04%
Investment securities – taxable504,85318,6343.69%532,73021,0903.96%570,65521,5903.78%
Investment securities – non-taxable153,6914,1962.73%155,1684,0762.63%185,2054,9012.65%
Other interest-earning assets (2)468,65518,8474.02%312,91714,3194.58%223,1529,9734.47%
Total interest-earning assets4,214,834252,9086.00%4,055,004241,7865.96%3,903,485213,0915.46%
Noninterest-earning assets171,720179,527176,495
Total assets$4,386,554$4,234,531$4,079,980
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits$2,337,103$63,0622.70%$2,250,942$70,3623.13%$2,117,985$55,4232.62%
Time deposits433,76016,2933.76%411,02816,7194.07%321,2059,5642.98%
Short-term borrowings80.00%30.00%8455.95%
Subordinated debt51,4122,7305.31%63,8683,3395.23%75,4584,0185.32%
Junior subordinated deferrable interest debentures46,3932,9146.28%46,3933,3817.29%46,3933,2767.06%
Total interest-bearing liabilities2,868,67684,9992.96%2,772,23493,8013.38%2,561,12572,2862.82%
Noninterest-bearing liabilities:
Noninterest-bearing deposits991,899968,3071,069,280
Other liabilities65,47670,77771,102
Total noninterest-bearing liabilities1,057,3751,039,0841,140,382
Stockholders’ equity460,503423,213378,473
Total liabilities and stockholders’ equity$4,386,554$4,234,531$4,079,980
Net interest income$167,909$147,985$140,805
Net interest spread3.04%2.58%2.64%
Net interest margin(3)3.98%3.65%3.61%
Column 1Column 2
(1)Average loan balances include nonaccrual loans and loans held for sale.
Column 1Column 2
(2)Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.
Column 1Column 2
(3)Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes
in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes
in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

Year Ended December 31, 2025 over 2024Year Ended December 31, 2024 over 2023
Change due to:Change due to:
VolumeRateTotal VarianceVolumeRateTotal Variance
(Dollars in thousands)
Interest-earning assets:
Loans$2,215$6,715$8,930$7,834$17,840$25,674
Investment securities – taxable(1,104)(1,352)(2,456)(1,435)935(500)
Investment securities – non-taxable(39)159120(795)(30)(825)
Other interest-earning assets7,127(2,599)4,5284,0123344,346
Total interest-earning assets8,1992,92311,1229,61619,07928,695
Interest-bearing liabilities:
NOW, Savings, MMDAs2,693(9,993)(7,300)3,47911,46014,939
Time deposits925(1,351)(426)2,6754,4807,155
Short-term borrowings(5)(5)
Subordinated debt(651)42(609)(617)(62)(679)
Junior subordinated deferrable interest debentures(467)(467)105105
Total interest-bearing liabilities2,967(11,769)(8,802)5,53215,98321,515
Net change$5,232$14,692$19,924$4,084$3,096$7,180

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Net interest income for the year ended December 31, 2025 was $167.0 million compared to $147.1 million for the year ended December 31, 2024, an increase of $19.9 million, or 13.5%. The increase
in net interest income in 2025 was comprised of a $11.1 million, or 4.6%, increase in interest income and a $8.8 million, or 9.4%, decrease in interest expense. The growth in interest income was primarily attributable to increases of $8.9 million
in loan interest income. The increase in loan interest income was primarily due to growth of $33.4 million in average loans outstanding and an increase of 22 basis points in the yield on loans. Additionally, there was a recovery of $1.7 million
in interest during the second quarter of 2025, related to a full repayment of a loan that had previously been on nonaccrual. This recovery positively impacted the loan yield by approximately 6 basis points during 2025.

The $8.8 million decrease in interest expense for the year ended December 31, 2025 was primarily related to a 42 basis points decrease in the rate paid on interest-bearing liabilities over the
same period in 2024, partially offset by an increase of $96.4 million in average interest-bearing liabilities. The decline in rates was largely attributed to the Federal Open Market Committee (“FOMC”) of the Board of Governors of the Federal
Reserve dropping their target benchmark interest rate, resulting in federal funds rate decreases of 75 basis points in the last four months of 2025.

For the year ended December 31, 2025, net interest margin and net interest spread were 3.98% and 3.04%, respectively, compared to 3.65% and 2.58% for the same period in 2024, respectively,
which reflects the changes in interest income and interest expense discussed above.

Provision for Credit losses

Credit risk is inherent in the business of making loans. We establish an allowance for credit losses (“ACL”) through charges to earnings, which are shown in the consolidated
statements of comprehensive income as the provision for credit losses. Credit losses on loans are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. The provision for credit losses is
determined by conducting a quarterly evaluation of the adequacy of our ACL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our
earnings. The provision for credit losses and the amount of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s
assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas. See “Financial Statements and Supplementary Data – Note 1.
Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included elsewhere in this Report for more detailed discussion.

The provision for credit losses for the year ended December 31, 2025 was $5.2 million compared to $4.3 million for the year ended December 31, 2024. The provision during the year ended December
31, 2025 was largely attributable to net charge-offs of $3.0 million and loan growth during 2025. Net charge-offs decreased $428 thousand during 2025 as compared to 2024. The allowance for credit losses as a percentage of loans held for
investment was 1.44% at December 31, 2025 and 1.42% at December 31, 2024. Further discussion of the allowance for credit losses is noted below.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is
associated with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, and bank card services and interchange fees.

The following table sets forth the major components of our noninterest income for the periods indicated:

Year Ended December 31, 2025 over 2024Year Ended December 31, 2024 over 2023
20252024Increase (decrease)20242023Increase (decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$8,823$8,026$797$8,026$7,130$896
Bank card services and interchange fees13,91213,64027213,64013,323317
Mortgage banking activities10,68414,186(3,502)14,18613,817369
Investment commissions1,7001,704(4)1,7041,6986
Fiduciary income2,9322,7192132,7192,433286
Gain on sale of subsidiary33,778(33,778)
Other income and fees(1)6,8387,797(959)7,7977,047750
Total noninterest income$44,889$48,072$(3,183)$48,072$79,226$(31,154)
Column 1Column 2
(1)Other income and fees includes income and fees associated with the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, legal settlements, wire transfer, Small Business Investment Company (“SBIC”) investments, income from sweep accounts, and other miscellaneous services.

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Noninterest income for the year ended December 31, 2025 was $44.9 million compared to $48.1 million for the year ended December 31, 2024, a decrease of $3.2 million, or 6.6%. Significant
changes in the components of noninterest income are detailed below.

Service charges on deposit accounts - Income from service charges on deposit accounts increased $797 thousand, or 9.9% for the year ended December 31,
2025 compared to the same period in 2024. This was largely a result of increased commercial deposits, a continued focus on growing treasury management services, which began building during 2024, and an increase in customer overdraft fees.

Mortgage banking activities - Income from mortgage banking activities decreased $3.5 million, or 24.7%, to $10.7 million for the year ended December 31,
2025 from $14.2 million for the year ended December 31, 2024. The decrease was primarily the result of a $3.3 million negative fair value adjustment of the Company’s mortgage servicing rights portfolio for the year ended December 31, 2025 as
compared to a negative $1.2 million adjustment for the same period in 2024. The $2.1 million larger negative adjustment in 2025 was mainly due to overall lower rates during the year as compared to 2024. In addition, there was also a decrease of
$23.3 million, or 8.0%, in mortgage loan originations in the current year as compared to the prior year.

Other income and fees - Other noninterest income and fees decreased $959 thousand for the year ended December 31, 2025 compared to the same period in
2024. The decrease was primarily the result of decreases of $576 thousand in income from SBIC investments and $611 thousand recognized for property insurance proceeds during the current year as compared to the prior year.

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

Year Ended December 31, 2025 over 2024Year Ended December 31, 2024 over 2023
20252024Increase (decrease)20242023Increase (decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$76,947$74,338$2,609$74,338$79,377$(5,039)
Occupancy and equipment, net16,05116,105(54)16,10516,1023
Professional services7,3106,5837276,5836,433150
Marketing and development4,0233,7822413,7823,453329
IT and data services4,7014,2864154,2863,410876
Bankcard expenses6,0995,8732265,8735,557316
Realized loss on sale of securities3,409(3,409)
Other expenses(1)17,48916,61187816,61117,205(594)
Total noninterest expense$132,620$127,578$5,042$127,578$134,946$(7,368)
Column 1Column 2
(1)Other expenses include items such as banking regulatory assessments, telephone expenses, postage, courier fees, directors’ fees, appraisal expenses, and insurance.

Noninterest expense for the year ended December 31, 2025 was $132.6 million compared to $127.6 million for the year ended December 31, 2024, an increase of $5.0 million, or 4.0%. Significant
changes in the components of noninterest expense are detailed below.

Salaries and employee benefits - Salaries and employee benefits increased $2.6 million, or 3.5%, from $74.3 million for the year ended December 31, 2024
to $76.9 million for the year ended December 31, 2025. This was primarily driven by annual salary adjustments, which became effective in January of 2025.

Professional services - Professional services increased $727 thousand, or 11.0%, from $6.6 million for the year ended December 31, 2024 to $7.3 million
for the year ended December 31, 2025. This was primarily driven by approximately $500 thousand in merger related expenses and by increased consulting fees for technology projects and other initiatives during 2025 as compared to 2024.

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IT and data services – IT and data services expenses increased $415 thousand or 9.7% in the current year from $4.3 million for the year ended December
31, 2024 to $4.7 million for the year ended December 31, 2025. The increase relates primarily to the continued rising cost of technology services and customers using more digital services.

Other expenses - Other expenses increased $878 thousand, or 5.3%, from $16.6 million for the year ended December 31, 2024 to $17.5 million
for the year ended December 31, 2025. This increase was primarily driven by an increase of $845 thousand in the ineffectiveness related to fair value hedges on municipal securities in 2025 as compared to 2024.

Financial Condition

Our total assets increased $248.3 million, or 5.9%, to $4.48 billion at December 31, 2025 as compared to $4.23 billion at December 31, 2024. Our loans held for investment increased $89.4
million, or 2.9%, to $3.14 billion at December 31, 2025, compared to $3.06 billion at December 31, 2024. Total deposits increased $253.2 million, or 7.0% to $3.87 billion at December 31, 2025, compared to $3.62 billion at December 31, 2024.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an
important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

Loans held for investments increased $89.4 million, or 2.9%, to $3.14 billion at December 31, 2025 as compared to $3.06 billion at December 31, 2024. The organic loan growth remained
relationship-focused and occurred broadly across the loan portfolio, partially offset by a decrease of $86.2 million in multi-family property loans.

The following table shows the contractual maturities of our loans held for investment portfolio at December 31, 2025:

Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue after Fifteen YearsTotal
(Dollars in thousands)
Commercial real estate$181,701$593,794$233,142$55,988$1,064,625
Commercial - specialized167,817131,10569,56940,860409,351
Commercial - general153,713228,991193,76182,858659,323
Consumer:
1-4 family residential39,192122,709107,105320,845589,851
Auto loans3,346159,18096,631259,157
Other consumer8,90938,34314,84062,092
Construction84,27911,1286384,058100,103
Total loans$638,957$1,285,250$715,686$504,609$3,144,502

The following table shows the distribution between fixed and adjustable interest rate loans for maturities greater than one year as of December 31, 2025:

Fixed RateAdjustable Rate
(Dollars in thousands)
Commercial real estate$368,362$514,562
Commercial - specialized98,431143,103
Commercial - general201,699303,911
Consumer:
1-4 family residential345,865204,794
Auto loans255,811
Other consumer53,183
Construction27115,553
Total loans$1,323,622$1,181,923

At December 31, 2025, there was $1.59 billion in adjustable rate loans, with $877.7 million of these loans that mature or reprice in the next twelve months. Of these loans that mature or
reprice in the next twelve months, $597.0 million will reprice immediately upon changes in the underlying index rate, with the remaining $280.7 million being subject to rate ceilings, floors above the current index, or a future repricing date.
The Wall Street Journal prime rate is the predominate index used by the Bank.

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The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral
concentration as 71.6% of our loans were secured by real property as of December 31, 2025, compared to 73.7% as of December 31, 2024. We believe that these loans are not concentrated in any one single property type and that they are
geographically dispersed throughout the areas we serve. Although the Bank has diversified portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it
operates, which consist primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education. Commercial real estate loans and residential construction loans represent 37.0%
of loans held for investment as of December 31, 2025 and represented 40.1% of loans held for investment as of December 31, 2024. Further, 96% of the total dollar amount of these loans are secured by collateral located in the state of Texas.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We
use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial
lending to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction
loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Residential construction loans are broken out separately below. Commercial real estate loans are
subject to underwriting standards and processes similar to our commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The
repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in
the general economy. The properties securing our real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans decreased $54.4 million, or 4.9%, to $1.06 billion as of December 31, 2025 from $1.12 billion as of December 31, 2024. The decrease was primarily driven by a
decrease of $86.2 million in multi-family loans and $18.9 million in hospitality loans, partially offset by increases in residential and commercial land development loans and other commercial real estate loans.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably.
Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed,
and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial
loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the
repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories:
specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader
diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries. Performance of these loans is subject to operating
and cash flow results of the borrower, with risk in the volatility of operating results for particular industries.

Commercial general loans increased $102.0 million, or 18.3%, to $659.3 million as of December 31, 2025 from $557.4 million as of December 31, 2024. The increase in commercial general loans was
primarily due to increases broadly across this segment with the largest increases coming from restaurant and retail loans and goods and services loans.

Commercial specialized loans increased $20.4 million, or 5.2%, to $409.4 million as of December 31, 2025 from $389.0 million as of December 31, 2024. This increase was primarily due to growth
of $28.1 million in energy sector loans, partially offset by a decrease of $7.1 million in agricultural real estate loans.

Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy
addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize
our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans. All consumer loans are generally dependent on the risk
characteristics of the borrower’s ability to repay the loan, a consideration of the debt to income ratio, employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral.

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Consumer loans increased $25.3 million, or 2.9%, to $911.1 million as of December 31, 2025, from $885.8 million as of December 31, 2024. The increase in these loans was primarily a result of a
$23.5 million increase in residential mortgage loans. As of December 31, 2025, our consumer loan portfolio was comprised of $589.9 million in 1-4 family residential loans, $259.2 million in auto loans, and $62.1 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten
based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs
of the projects.

Construction loans decreased $3.8 million, or 3.6%, to $100.1 million as of December 31, 2025 from $103.9 million as of December 31, 2024.

The commercial real estate and construction categories comprise the Company’s nonowner-occupied real estate loans. Total nonowner-occupied real estate loans were $1.16 billion at December 31,
2025 and $1.22 billion at December 31, 2024. Nonowner-occupied commercial real estate loans are made up of income-producing commercial real estate property loans and construction, acquisition, and development property loans. As of December 31,
2025, total income-producing commercial real estate property loans totaled $796.3 million and was comprised of $229.7 million of multi-family property loans, $183.3 million of retail property loans, $141.3 million of office property loans, $42.2
million in hospitality loans, and $199.8 million in industrial and other property loans. Industrial and other property loans include types such as warehouse, mini-storage, and convenience stores. As of December 31, 2025, total construction,
acquisition, and development property loans totaled $368.4 million and was comprised of $100.1 million in residential construction property loans and $268.3 million of commercial construction and other land development loans. The weighted average
loan-to-value of income-producing nonowner-occupied commercial real estate loans was approximately 55% at December 31, 2025. The weighted average loan-to-value of nonowner-occupied office commercial real estate loans was approximately 58% at
December 31, 2025.

Owner-occupied commercial real estate loans totaled $419.0 million at December 31, 2025 and $366.8 million at December 31, 2024.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to
credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments.
Commitments to extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we
have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company
uses the same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public
and private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for
which collateral is deemed necessary.

The following table summarizes commitments we have made as of the dates presented.

December 31,
20252024
(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit$554,286$537,688
Standby letters of credit30,68118,696
Total$584,967$556,384

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Allowance for Credit Losses

The ACL for loans is established for future expected credit losses through a provision for credit losses charged to earnings. Management evaluates the appropriate level of the ACL on a
quarterly basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and
documentation standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the ACL is assessed by regulatory examinations and
the Company’s internal and external loan reviews. The ACL consists of two elements: (1) specific valuation allowances established for expected losses on specifically analyzed loans and (2) collective valuation allowances calculated using
comparable and quantifiable information from both internal and external sources about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amount. Expected credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments.

To determine the adequacy of the ACL on loans, the Company applied a dual credit risk rating (“DCRR”) methodology that estimates each
loan’s probability of default and loss given default to calculate the expected credit loss to non-analyzed loans. The DCRR process quantifies the expected credit loss at the loan level for the entire loan portfolio. Loan grades are assigned by
a customized scorecard that risk rates each loan based on multiple probability of default and loss given default elements to measure the risk of the loan portfolio. The ACL estimate incorporates the Company’s DCRR loan level risk rating
methodology and the expected default rate frequency term structure to derive loan level life of loan estimates of credit losses for every loan in the portfolio. The estimated credit loss for each loan is adjusted based on one-year through the
cycle estimate of expected credit loss to a life of loan measurement that reflects current conditions and forecasts. The life of loan expected loss is determined using the contractual weighted average life of the loan adjusted for prepayments.
Prepayment speeds are determined by grouping the loans into pools based on segments and risk rating. After the life of loan expected losses are determined, they are adjusted to reflect the Company’s reasonable and supportable economic forecast
over a selected range of a one to two years. The Company has developed regression models to project net charge-off rates based on macroeconomic variables (“MEVs”), typically a one-year period is used. MEV’s considered in the analysis
consist of data gathered from the St. Louis Federal Reserve Research Database (“FRED”), such as, federal funds rate, 10-year treasury rates, 30-year mortgage rates, crude oil prices, consumer price index, housing price index, unemployment rates,
housing starts, gross domestic product, and disposable personal income. These regression models are applied to the Company’s economic forecast to determine the corresponding net charge-off rates. The projected
net charge-off rates for the given economic scenario are used to adjust the through the cycle expected losses. Qualitative adjustments are also made to ACL results for additional risk factors that are relevant in assessing the expected credit
losses within our loan segments. These qualitative factor (“Q-Factor”) adjustments may increase or decrease management’s estimate of the ACL by a calculated percentage based upon the estimated level of perceived risk within a particular
segment. Q-Factor risk decisions consider concentrations of the loan portfolio, expected changes to the economic forecasts, large relationships, and other factors related to credit administration, such as borrower’s risk rating and the
potential effect of delayed credit score migrations. Management quantifiably identifies segment percentage Q-Factor adjustments using a scorecard risk rating system scaled to historical loss experience within a segment and management’s
perceived risk for that particular segment. In addition to the loan level evaluations, nonaccrual loans with a balance of $250 thousand or more are individually analyzed based on facts and circumstances of the loan to determine if a specific
allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk
factor amounts established for its loan category.

The ACL for loans was $45.1 million at December 31, 2025 compared to $43.2 million at December 31, 2024, an increase of $1.9 million, or 4.4%. The ACL for loans as a
percentage of loans held for investment was 1.44% at December 31, 2025 and 1.42% at December 31, 2024.

The following table provides an analysis of the ACL for loans and other data during the periods indicated.

As of or for the Year Ended December 31,
202520242023
(Dollars in thousands)
Average loans outstanding during period(1)
Commercial real estate$1,080,575$1,108,216$988,121
Commercial – specialized385,521395,450350,940
Commercial – general603,940524,370517,242
Consumer:
1-4 family residential583,058561,629512,149
Auto loans258,813273,898317,465
Other consumer63,58369,11078,842
Construction99,057107,668140,460
Loans held for sale13,08813,85019,254
Total average loans outstanding during period$3,087,635$3,054,191$2,924,473
Net charge-offs (recoveries) during the period
Commercial real estate$541$42$
Commercial – specialized(127)(80)(164)
Commercial – general476910292
Consumer:
1-4 family residential166169(5)
Auto loans1,1471,051691
Other consumer8331,057861
Construction(5)310319
Total net charge-offs (recoveries) during the period$3,031$3,459$1,994
Total loans held for investment outstanding$3,144,502$3,055,054$3,014,153
Nonaccrual loans$7,070$22,102$3,242
Allowance for credit losses on loans$45,131$43,237$42,356
Ratio of allowance to total loans held for investment1.44%1.42%1.41%
Ratio of allowance to nonaccrual loans638.35%195.62%1,306.48%
Ratio of nonaccrual loans to total loans held for investment0.22%0.72%0.11%
Ratio of net charge-offs (recoveries) to average loans during the period
Commercial real estate0.05%
Commercial – specialized(0.03)%(0.02)%(0.05)%
Commercial – general0.08%0.17%0.06%
Consumer:
1-4 family residential0.03%0.03%
Auto loans0.44%0.38%0.22%
Other consumer1.31%1.53%1.09%
Construction(0.01)%0.29%0.23%
Total ratio of net charge-offs (recoveries) to average loans during the period0.10%0.11%0.07%
Column 1Column 2
(1)Average outstanding balances include loans held for sale.

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Net charge-offs totaled $3.0 million and were 0.10% of average loans outstanding for the year ended December 31, 2025, compared to $3.5 million and 0.11% for the year ended December 31, 2024. Gross charge-offs
increased $44 thousand and recoveries increased $472 thousand for the year ended December 31, 2025 compared to the same period in 2024.

While the entire ACL for loans is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the ACL for loans for the periods presented
and the percentage of allowance in each classification to total allowance:

As of December 31,
202520242023
Amount% of TotalAmount% of TotalAmount% of Total
(Dollars in thousands)
Commercial real estate$15,21433.8%$15,97336.9%$15,80837.3%
Commercial – specialized5,23111.6%4,64010.7%4,0209.5%
Commercial – general7,44816.5%6,87415.9%6,39115.1%
Consumer:
1-4 family residential11,10324.6%9,67722.4%9,17721.7%
Auto loans3,0336.7%3,0157.0%3,6018.5%
Other consumer1,1502.5%1,1152.6%9682.3%
Construction1,9524.3%1,9434.5%2,3915.6%
Total allowance for credit losses$45,131100.0%$43,237100.0%$42,356100.0%

Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on
which the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management,
there is a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on
nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full
collectability of principal and interest is probable.

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Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective ACL
evaluation. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we analyze loans for specific allowance
based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral
dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between
appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us
to believe the last appraised value no longer reflects the actual market for the collateral. The specific allowance amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a
loan that is not collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less
costs to sell when acquired, establishing a new cost basis. OREO and repossessed assets are reported as foreclosed assets.

Nonperforming loans include nonaccrual loans and loans past due 90 days or more. Nonperforming assets consist of nonperforming loans plus foreclosed assets.

At December 31, 2025, our total nonaccrual loans were $7.1 million, or 0.22% of total loans held for investment, as compared to $22.1 million, or 0.72% of total loans held for investment, at
December 31, 2024. These loans within this amount that exceeded $250 thousand were specifically analyzed and specific valuation allowances were established as necessary and included in the ACL for loans as of December 31, 2025 to cover any
probable loss. The decrease in the year ended December 31, 2025 was primarily due to the full repayment of a $19.5 million loan in the second quarter of 2025 that had been on nonaccrual at December 31, 2024. This decrease was partially offset by
other loans being placed on nonaccrual status during 2025.

Nonperforming loans were $9.8 million at December 31, 2025 and $24.0 million at December 31, 2024. This decrease is mainly due to the nonaccrual changes noted above.

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other than insignificant payment delay, or interest rate
reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL for loans. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience
financial difficulty, another concession, such as principal forgiveness, may be granted. In some cases, the Company provides multiple types of concessions on one loan. The Company closely monitors the performance of loans that are modified to
borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Upon the Company’s determination that a modified loan has subsequently been deemed to not be fully collectible, the uncollectible amount is
written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL for loans is adjusted by the same amount.

If a borrower on a modified accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the
restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the
financial condition of the Company. The securities portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a
depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and
interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand
is weak or when deposits grow more rapidly than loans.

The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. Securities consist primarily of state and municipal securities, mortgage-backed
securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are
recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value.

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Total securities at December 31, 2025 were $567.5 million, representing a decrease of $9.7 million, or 1.7%, compared to $577.2 million at December 31, 2024. The decrease
was primarily due to $28.9 million in maturities, prepayments and calls, net of purchases and a $21.7 million decrease in the fair value of securities available for sale at December 31, 2025 as compared to December 31, 2024.

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. During the year ended December 31, 2025, the fair value adjustment to the Company’s
securities available for sale increased $21.7 million after decreasing by $9.7 million during 2024. The change resulted from decreased longer-term interest rates during 2025. At December 31, 2025, the Company evaluated whether the decline in fair
value has resulted from credit losses or other factors. Within this evaluation, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by rating agency, and adverse conditions
specifically related to the security, among other factors. Based on management’s evaluation no unrealized losses on securities were determined to be due to credit loss. Additionally, we anticipate full recovery of amortized cost with respect to
these securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized
cost basis, which may be at maturity, thus no ACL or losses have been recognized or realized in the consolidated financial statements for securities in the portfolio.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities
may differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

As of December 31, 2025
Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Ten YearsDue after Ten Years
Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
(Dollars in thousands)
Available-for-sale
State and municipal$5453.46%$5,0792.72%$12,8412.40%$180,9512.38%
Residential mortgage-backed securities411.33%1,0402.06%5182.97%301,1122.29%
Commercial mortgage-backed securities1,5254.03%47,2442.31%
Collateralized mortgage obligations63,3984.56%4,3105.30%
Asset-backed and other amortizing securities2542.99%2,0693.19%11,6492.75%
Other securities5,0007.53%
Total available-for-sale$5863.31%$12,8984.69%$126,0703.47%$498,0222.36%

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts
and certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community
networks.

Total deposits at December 31, 2025 were $3.87 billion, representing an increase of $253.2 million, or 7.0%, compared to $3.62 billion at December 31, 2024. The increase was due to organic
growth and occurred broadly across commercial and retail deposits, with growth in both noninterest-bearing and interest-bearing deposits. As of December 31, 2025, 26.4% of total deposits were comprised of noninterest-bearing demand accounts,
62.5% of interest-bearing non-maturity accounts and 11.1% of time deposits. Interest-bearing non-maturity accounts included $210.8 million in brokered deposits, which represented 5.4% of total deposits at December 31, 2025.

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The following table shows the deposit mix as of the dates presented:

December 31, 2025December 31, 2024
Amount% of TotalAmount% of Total
(Dollars in thousands)
Noninterest-bearing deposits$1,023,51726.4%$935,51025.8%
NOW and other transaction accounts1,307,59633.8%498,71813.8%
Money market and other savings1,111,52928.7%1,741,98848.1%
Time deposits431,43511.1%444,66012.3%
Total deposits$3,874,077100.0%$3,620,876100.0%

The following table summarizes our average deposit balances and weighted average rates for the periods indicated:

202520242023
Average BalanceWeighted Average RateAverage BalanceWeighted Average RateAverage BalanceWeighted Average Rate
(Dollars in thousands)
Noninterest-bearing deposits$991,899%$968,307%$1,069,280%
Interest-bearing deposits:
NOW and interest-bearing demand accounts1,172,8642.69%482,1603.74%401,0752.93%
Savings accounts133,4040.79%135,4840.90%145,7580.87%
Money market accounts1,030,8352.96%1,633,2983.13%1,571,1522.70%
Time deposits433,7603.76%411,0284.07%321,2052.98%
Total interest-bearing deposits2,770,8632.86%2,661,9703.27%2,439,1902.66%
Total deposits$3,762,7622.11%$3,630,2772.40%$3,508,4701.85%

Time deposits issued in amounts of more than $250 thousand represent the type of deposit most likely to affect the Company’s future earnings because of interest rate sensitivity. The effective
cost of these funds is generally higher than other time deposits because the funds are usually obtained at premium rates of interest.

The scheduled maturities of time deposits of more than $250 thousand as of December 31, 2025 follows:

(Dollars in thousands)Three MonthsThree to Six MonthsSix to 12 MonthsAfter 12 MonthsTotal
$90,616$45,554$50,597$5,568$192,335

The estimated amount of uninsured deposits as of December 31, 2025 was $1.40 billion. This represented approximately 36% of total deposits and excludes $336 million of collateralized public
fund deposits.

Borrowed Funds

In addition to deposits, we may utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and
commercial real estate loans as well as FHLB stock. At December 31, 2025 and 2024, we had total remaining borrowing capacity from the FHLB of $1.27 billion and $1.11 billion, respectively. We had no FHLB borrowings during the years ended December
31, 2025 or 2024.

The Company may use FHLB letters of credit to pledge to certain public deposits. The outstanding balance of FHLB letters of credit was $0 and $75.0 million at December 31, 2025 and December 31,
2024, respectively.

Federal Reserve Bank of Dallas. The Bank has a line of credit with the FRB. The amount of the line is determined on a monthly basis by the Federal
Reserve Bank. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $659.7 million and $654.0 million at December 31, 2025 and 2024, respectively. There were no amounts
outstanding on the FRB line of credit at December 31, 2025 and 2024. We had no long-term FRB borrowings during the years ended December 31, 2025 or 2024.

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of
the lines was $140.0 million and $140.0 million as of December 31, 2025 and 2024. The lines were not used, other than testing during the years ended December 31, 2025 and 2024.

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Subordinated Debt

In December 2018, the Company issued $14.1 million of subordinated notes that have a maturity date of December 2030 and a weighted average fixed rate of 6.41% for the first seven years. After
the fixed rate period, all notes will float at the Wall Street Journal prime rate, with a floor of 4.0% and a ceiling of 7.5%. These notes pay interest quarterly, are unsecured, and may be called by the
Company at any time after the remaining maturity is five years or less. Additionally, these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

On September 29, 2020, the Company issued $50.0 million in subordinated notes. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The notes had a maturity date of
September 2030 with a fixed rate of 4.50% for the first five years. On August 25, 2025, the Company notified holders (the “Redemption Notice”) of these notes that it had elected to redeem all of these outstanding notes effective on September 30,
2025 (the “Redemption Date”). Each of these notes were redeemed pursuant to the terms of the Indenture, dated as of September 29, 2020, between the Company and UMB Bank, National Association, as trustee for these notes (the “Trustee”), at the
Redemption Price totaling $50.0 million in aggregate principal amount, plus accrued and unpaid interest (the “Redemption Price”). As provided in the Redemption Notice, on the Redemption Date, the Trustee paid the relevant Redemption Price to the
holders of these notes appearing on the books and records of the Trustee on the Redemption Date. The notes ceased to represent the right to payment of principal and interest upon the payment to the holders of the notes by the Trustee representing
the Redemption Price. The Company received all necessary regulatory approvals for the redemption of these notes.

As of December 31, 2025, the total amount of subordinated debt outstanding was $14.1 million.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three
wholly-owned statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures
issued by the Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4
million at December 31, 2025 and 2024. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The
Company is current in its interest payments on the debentures.

The chart below indicates certain information, as of December 31, 2025, about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the
junior subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures,
and the interest rates on the junior subordinated deferrable interest debentures.

Name of TrustIssue DateAmount of Trust Preferred SecuritiesAmount of DebenturesStated Maturity Date of Trust Preferred Securities and Debentures(1)Interest Rate of Trust Preferred Securities and Debentures(2)(3)
(Dollars in thousands)
South Plains Financial Capital Trust III2004$10,000$10,31020343-mo. CME Term SOFR + 291 bps; 6.77%
South Plains Financial Capital Trust IV200520,00020,61920353-mo. CME Term SOFR + 165 bps; 5.37%
South Plains Financial Capital Trust V200715,00015,46420373-mo. CME Term SOFR + 176 bps; 5.48%
Total$45,000$46,393
Column 1Column 2
(1)May be redeemed at the Company’s option.
Column 1Column 2
(2)Interest payable quarterly with principal due at maturity.
Column 1Column 2
(3)Rate as of last reset date, prior to December 31, 2025.

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Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow
needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet
the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks,
federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the FRB discount window. At December
31, 2025, the Bank had the capacity to borrow funds from the FHLB and the Federal Reserve discount window of up to approximately $1.27 billion and $659.7 million, respectively. Additionally, we have uncollateralized lines with multiple banks
totaling $140.0 million at December 31, 2025. These lines are not guaranteed and we are not placing reliance on them.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios,
and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

Capital

Total stockholders’ equity increased to $493.8 million as of December 31, 2025, compared to $438.9 million as of December 31, 2024. The increase from December 31, 2024 was primarily the result
of $58.5 million in net income and an increase of $12.9 million in accumulated other comprehensive income (“AOCI”) related to fair value changes in securities available for sale and related fair value hedges, partially offset by $10.1 million in
dividends paid, and repurchases of common stock of $8.5 million for the year ended December 31, 2025.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain
mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective
action” (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and
classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum
amounts and ratio of common equity tier 1 (“CET1”) capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for
“prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of
earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At December 31, 2025, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2025, we and the Bank were “well capitalized” under
the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2025 that would materially adversely change such capital classifications. From time to time, we may need to
raise additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s
capital ratios as of the dates indicated.

ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2025:
Total capital (to risk-weighted assets)
Consolidated$622,48517.26%$378,64510.50%N/AN/A
Bank537,44414.91%378,57610.50%$360,54910.00%
Tier 1 capital (to risk-weighted assets)
Consolidated566,10715.70%306,5228.50%N/AN/A
Bank492,35513.66%306,4668.50%288,4398.00%
CET 1 capital (to risk-weighted assets)
Consolidated521,10714.45%252,4307.00%N/AN/A
Bank492,35513.66%252,3847.00%234,3576.50%
Tier 1 capital (to average assets)
Consolidated566,10712.53%181,5914.00%N/AN/A
Bank492,35510.90%181,5124.00%225,8685.00%

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ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2024:
Total capital (to risk-weighted assets)
Consolidated$631,71317.86%$371,42610.50%N/AN/A
Bank520,78814.73%371,35110.50%$353,66710.00%
Tier 1 capital (to risk-weighted assets)
Consolidated523,53514.80%300,6788.50%N/AN/A
Bank476,57413.48%300,6178.50%282,9348.00%
CET 1 capital (to risk-weighted assets)
Consolidated478,53513.53%247,6177.00%N/AN/A
Bank476,57413.48%247,5677.00%229,8846.50%
Tier 1 capital (to average assets)
Consolidated523,53512.04%174,7774.00%N/AN/A
Bank476,57410.96%174,7104.00%217,3365.00%

Community Bank Leverage Ratio

On September 17, 2019, the federal banking agencies jointly finalized a rule to be effective January 1, 2020 and intended to simplify the regulatory capital requirements described above for qualifying community
banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of the EGRRCPA. The final rule became effective on January 1, 2020, and the CBLR framework became available for banks to use
beginning with their March 31, 2020 Call Reports. Under the final rule, if a qualifying community banking organization opts into the CBLR framework and meets all requirements under the framework, it will be considered to have met the
well-capitalized ratio requirements under the “prompt corrective action” regulations described above and will not be required to report or calculate risk-based capital. In order to qualify for the CBLR framework, a community banking
organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. In November 2025, the federal bank
regulatory agencies proposed changes to the CBLR framework intended to encourage broader adoption, including reducing the required leverage ratio from 9% to 8%; however, the proposed rule has not yet been finalized. Although the Company and the
Bank are qualifying community banking organizations, the Company and the Bank have elected not to opt in to the CBLR framework at this time and will continue to follow the Basel III capital requirements as described above.

Treasury Stock

We repurchased stock in accordance with its stock repurchase programs during 2025 and 2024. In 2025, we repurchased 259,046 shares of common stock for a total of $8.5 million. In 2024, we
repurchased 53,799 shares of common stock for a total of $1.3 million See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” of this Report for further information.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds
management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s
net interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest
income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (“ALCO Committee”) reviews this information to determine compliance with the limits set by the Bank’s board of directors.

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Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets
and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net
interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or
commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the ALCO Committee, in accordance with policies approved by the Bank’s board of directors. The ALCO Committee formulates strategies based on
appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates,
regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and
liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.
Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates
on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of
the assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under
various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous
parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal
rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a
200 basis point shift, and 22.5% for a 300 basis point shift.

The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

As of December 31,
20252024
Change in Interest Rates (Basis Points)Percent Change in Net Interest IncomePercent Change in Net Interest Income
+300(3.03)(4.63)
+200(1.91)(3.02)
+100(0.89)(1.54)
-100(0.26)0.01
-2000.271.69

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial
position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

The Company’s asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes the
impact of inflation on financial results depends upon the Company’s ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction,
or at the same magnitude, as the prices of other goods and services. However, other operating expenses do reflect general levels of inflation. Management seeks to manage the relationship between interest rate-sensitive assets and liabilities in
order to protect against wide net interest income fluctuations, including those resulting from inflation.

Various information shown elsewhere in this Report will assist in the understanding of how well the Company is positioned to react to changing interest rates and inflationary trends. In particular, additional
information related to the Company’s interest rate-sensitive assets and liabilities is contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report under the heading “Interest
Rate Sensitivity and Market Risk.”

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Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial
measures discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the
effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S. in our consolidated
statements of comprehensive income(loss), balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either
financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated
in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how
other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment
bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important
to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value
while not increasing our tangible book value.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial
analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of
accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets. We believe that this measure is important to many investors in the
marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both
total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per common
share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

As of December 31,
202520242023
(Dollars in thousands)
Total stockholders’ equity$493,837$438,949$407,114
Less: Goodwill and other intangibles(20,448)(21,035)(21,744)
Tangible common equity$$ 473,389$417,914$385,370
Total assets$4,480,500$4,232,239$4,204,793
Less: Goodwill and other intangibles(20,448)(21,035)(21,744)
Tangible assets$4,460,052$4,211,204$4,183,049
Shares outstanding16,293,57716,455,82616,417,099
Total stockholders’ equity to total assets11.02%10.37%9.68%
Tangible common equity to tangible assets10.61%9.92%9.21%
Book value per share$30.31$26.67$24.80
Tangible book value per share$29.05$25.40$23.47

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare consolidated financial statements in conformity with
GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates,
assumptions and judgments are based on information available as of the date of the consolidated financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the
consolidated financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our consolidated financial
statements. We evaluate our estimates on an ongoing basis.

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The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments.
Additional information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of December 31, 2025.

Allowance for Credit Losses on Loans. The ACL for loans is established for future expected credit losses through a provision for credit losses charged
to earnings. Expected losses are calculated using comparable and quantifiable information both internal and external about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the
collectability of the reported amount. Expected credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments when appropriate. The ACL for loans is affected by charge-offs, recoveries and the provision
for credit losses on loans.

The ACL for loans is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and
volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates
that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the ACL for loans is based on estimates that are particularly susceptible to significant changes in the economic environment
and market conditions. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Report regarding the impact of new accounting
pronouncements which we have adopted.

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: 0001140361-25-007609.

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 discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
accompanying notes included in Item 8. Financial Statements and Supplementary Data. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we
believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause
actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking
statements.

Discussion in this Form 10-K includes results of operations and financial condition for 2024 and 2023 and year-over-year comparisons between 2024 and 2023. For discussion on results of operations and financial condition pertaining to 2023 and 2022 and year-over-year comparisons between 2023 and 2022, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank is one of the largest independent banks in West Texas and has additional banking operations in
the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. Through City Bank, we provide a wide range of commercial and consumer financial services to small and medium-sized
businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with investment, trust and mortgage services.

On April 1, 2023, SPFI entered into a Securities Purchase Agreement (“Agreement”) with Alliant Insurance Services, Inc. (“Alliant”), providing for the sale of Windmark Insurance Agency, Inc.
(“Windmark”) through a sale of all of the outstanding shares of capital stock of Windmark to Alliant. The transaction was consummated on April 1, 2023. Pursuant to the terms and subject to the conditions of the Agreement, SPFI received an aggregate
purchase price of $36.1 million in exchange for Windmark’s common shares, representing a pre-tax gain of $33.8 million. This transaction did not meet the criteria for discontinued operations reporting.

Selected Financial Data

The following table sets forth certain of our selected financial data for, and as of the end of, each of the periods indicated (dollars in thousands, except per share data).

As of and for the Year Ended December 31,
202420232022
Selected Income Statement Data:
Net interest income$147,098$139,747$138,476
Provision for credit losses4,3004,610(2,619)
Noninterest income48,07279,22676,145
Noninterest expense127,578134,946144,089
Income tax expense13,57516,67214,911
Net income49,71762,74558,240
Share and Per Share Data:
Earnings per share (basic)$3.03$3.73$3.35
Earnings per share (diluted)2.923.623.23
Dividends per share0.560.520.46
Tangible book value per share(1)25.4023.4719.57
Selected Period End Balance Sheet Data:
Cash and cash equivalents$359,082$330,158$234,883
Investment securities577,240622,762701,711
Gross loans held for investment3,055,0543,014,1532,748,081
Allowance for credit losses on loans43,23742,35639,288
Total assets4,232,2394,204,7933,944,063
Total deposits3,620,8763,626,1533,406,430
Borrowings110,354110,168122,354
Total stockholders’ equity438,949407,114357,014
Performance Ratios:
Return on average assets1.17%1.54%1.47%
Return on average stockholders’ equity11.75%16.58%15.79%
Net interest margin(2)3.65%3.61%3.73%
Efficiency ratio(3)65.07%61.33%66.76%
Credit Quality Ratios:
Nonperforming assets to total assets(4)0.58%0.14%0.20%
Nonperforming loans to total loans held for investment(5)0.79%0.17%0.28%
Allowance for credit losses on loans to nonperforming loans(5)179.98%818.00%504.34%
Allowance for credit losses on loans to total loans held for investment1.42%1.41%1.43%
Net loan charge-offs to average loans0.11%0.07%0.01%
Capital Ratios:
Total stockholders’ equity to total assets10.37%9.68%9.05%
Tangible common equity to tangible assets(1)9.92%9.21%8.50%
Common equity tier 1 capital ratio13.53%12.41%11.81%
Tier 1 leverage ratio12.04%11.33%11.03%
Tier 1 risk-based capital ratio14.80%13.69%13.15%
Total risk-based capital ratio17.86%16.74%16.58%
Column 1Column 2
(1)Represents a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
Column 1Column 2
(2)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.
Column 1Column 2
(3)The efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income.
Column 1Column 2
(4)Nonperforming assets consist of nonperforming loans plus foreclosed assets.
Column 1Column 2
(5)Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

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Results of Operations

Net income for the year ended December 31, 2024 was $49.7 million, or $2.92 per diluted share, compared to $62.7 million, or $3.62 per diluted share, for the year ended December 31, 2023. The decrease
in net income was primarily the result of a decrease of $31.2 million in noninterest income, partially offset by an increase of $7.4 million in net interest income, and a decrease of $7.4 million in noninterest expenses. Details of the changes in the
various components are further discussed below.

Return on average assets was 1.17% and return on average equity was 11.75% for the year ended December 31, 2024, compared to 1.54% and 16.58%, respectively, for the year ended December 31, 2023. The
decrease in return on average assets was primarily due to the decrease in net income of 20.8%, relative to an increase of 3.8% in total average assets.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment
securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing
liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of
our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest
margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets,
interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

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The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total
dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. For purposes of this table, interest income, net interest
margin and net interest spread are shown on a fully tax-equivalent basis.

Year Ended December 31,
202420232022
Average BalanceInterestYield/RateAverage BalanceInterestYield/RateAverage BalanceInterestYield/Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans(1)$3,054,189$202,3016.62%$2,924,473$176,6276.04%$2,612,161$137,9575.28%
Investment securities – taxable532,73021,0903.96%570,65521,5903.78%594,40515,0102.53%
Investment securities – non-taxable155,1684,0762.63%185,2054,9012.65%216,2165,7332.65%
Other interest-earning assets (2)312,91714,3194.58%223,1529,9734.47%318,8623,6751.15%
Total interest-earning assets4,055,004241,7865.96%3,903,485213,0915.46%3,741,644162,3754.34%
Noninterest-earning assets179,527176,495222,544
Total assets$4,234,531$4,079,980$3,964,188
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits$2,250,942$70,3623.13%$2,117,985$55,4232.62%$1,889,888$13,0130.69%
Time deposits411,02816,7194.07%321,2059,5642.98%327,2893,9891.22%
Short-term borrowings30.00%8455.95%40.00%
Subordinated debt63,8683,3395.23%75,4584,0185.32%75,8744,0505.34%
Junior subordinated deferrable interest debentures46,3933,3817.29%46,3933,2767.06%46,3931,6403.54%
Total interest-bearing liabilities2,772,23493,8013.38%2,561,12572,2862.82%2,339,44822,6920.97%
Noninterest-bearing liabilities:
Noninterest-bearing deposits968,3071,069,2801,189,730
Other liabilities70,77771,10266,182
Total noninterest-bearing liabilities1,039,0841,140,3821,255,912
Stockholders’ equity423,213378,473368,828
Total liabilities and stockholders’ equity$4,234,531$4,079,980$3,964,188
Net interest income$147,985$140,805$139,683
Net interest spread2.58%2.64%3.37%
Net interest margin(3)3.65%3.61%3.73%
Column 1Column 2
(1)Average loan balances include nonaccrual loans and loans held for sale.
Column 1Column 2
(2)Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.
Column 1Column 2
(3)Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in
average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in
volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

Year Ended December 31, 2024 over 2023Year Ended December 31, 2023 over 2022
Change due to:Change due to:
VolumeRateTotal VarianceVolumeRateTotal Variance
(Dollars in thousands)
Interest-earning assets:
Loans$7,834$17,840$25,674$16,494$22,176$38,670
Investment securities – taxable(1,435)935(500)(600)7,1806,580
Investment securities – non-taxable(795)(30)(825)(822)(10)(832)
Other interest-earning assets4,0123344,346(1,103)7,4016,298
Total interest-earnings assets9,61619,07928,69513,96936,74750,716
Interest-bearing liabilities:
NOW, Savings, MMDAs3,47911,46014,9391,57140,83942,410
Time deposits2,6754,4807,155(74)5,6495,575
Short-term borrowings(5)(5)55
Subordinated debt(617)(62)(679)(22)(10)(32)
Junior subordinated deferrable interest debentures1051051,6361,636
Total interest-bearing liabilities5,53215,98321,5151,47548,11949,594
Net change$4,084$3,096$7,180$12,494$(11,372)$1,122

Net interest income for the year ended December 31, 2024 was $147.1 million compared to $139.7 million for the year ended December 31, 2023, an increase of $7.4 million, or 5.3%. The increase in net
interest income in 2024 was comprised of a $28.9 million, or 13.6%, increase in interest income, partially offset by a $21.5 million, or 29.8%, increase in interest expense. The growth in interest income was primarily attributable to increases of
$25.7 million in loan interest income and $4.3 million in interest income from other interest-earning assets. The increase in loan interest income was primarily due to growth of $129.7 million in average loans outstanding and an increase of 58 basis
points in the yield on loans. The increase in interest income on other interest-earning assets was primarily due to growth of $89.8 million in average other interest-earning assets.

The $21.5 million increase in interest expense for the year ended December 31, 2024 was primarily related to an increase of $211.1 million in average
interest-bearing liabilities and a 56 basis points increase in the rate paid on interest-bearing liabilities over the same period in 2023. Average interest-bearing deposits grew $222.8 million and the rate paid on those deposits increased 60
basis points during the compared period. The larger growth in deposits began during the second and third quarters of 2023 in response to loan demand and increased emphasis on
liquidity. Interest rates paid on deposits continued to rise until the fourth quarter of 2024, given the easing of shorter-term interest rates.

For the year ended December 31, 2024, net interest margin and net interest spread were 3.65% and 2.58%, respectively, compared to 3.61% and 2.64% for the same period in 2023, respectively, which
reflects the changes in interest income and interest expense discussed above.

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Provision for Credit losses

Credit risk is inherent in the business of making loans. We establish an allowance for credit losses (“ACL”) through charges to earnings, which are shown in the consolidated statements of
comprehensive income (loss) as the provision for credit losses. Credit losses on loans are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. The provision for credit losses is determined by
conducting a quarterly evaluation of the adequacy of our ACL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our earnings. The
provision for credit losses and the amount of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality
of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas. See “Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting
Policies” in the notes to our consolidated financial statements included elsewhere in this Report for more detailed discussion.

The provision for credit losses for the year ended December 31, 2024 was $4.3 million compared to $4.6 million for the year ended December 31, 2023. The provision during the year ended December 31, 2024
was largely attributable to net charge-offs of $3.5 million and loan growth during 2024. Net charge-offs increased $1.5 million during 2024 as compared to 2023. The allowance for credit losses as a percentage of loans held for investment was 1.42% at
December 31, 2024 and 1.41% at December 31, 2023. Further discussion of the allowance for credit losses is noted below.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is associated with
our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees. Prior to the sale of Windmark in 2023, income from insurance activities also comprised a large
portion of noninterest income.

The following table sets forth the major components of our noninterest income for the periods indicated:

Year Ended December 31, 2024 over 2023Year Ended December 31, 2023 over 2022
20242023Increase (decrease)20232022Increase (decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$8,026$7,130$896$7,130$6,829$301
Income from insurance activities1231,515(1,392)1,51510,826(9,311)
Bank card services and interchange fees13,64013,32331713,32312,946377
Mortgage banking activities14,18613,81736913,81731,370(17,553)
Investment commissions1,7041,69861,6981,825(127)
Fiduciary income2,7192,4332862,4332,39043
Gain on sale of subsidiary33,778(33,778)33,77833,778
Other income and fees(1)7,6745,5322,1425,5329,959(4,427)
Total noninterest income$48,072$79,226$(31,154)$79,226$76,145$3,081
Column 1Column 2
(1)Other income and fees includes income and fees associated with the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, legal settlements, wire transfer, Small Business Investment Company (“SBIC”) investments, income from sweep accounts, and other miscellaneous services.

Noninterest income for the year ended December 31, 2024 was $48.1 million compared to $79.2 million for the year ended December 31, 2023, a decrease of $31.2 million, or 39.3%. Significant changes in
the components of noninterest income are detailed below.

Service charges on deposit accounts - Income from service
charges on deposit accounts increased $896 thousand, or 12.6% for the year ended December 31, 2024 compared to the same period in 2023. This was largely a result of an increased focus on commercial treasury revenue and expanding that customer base.

Mortgage banking activities - Income from mortgage banking activities increased $369 thousand, or 2.7%, to $14.2 million for the year ended December 31, 2024 from
$13.8 million for the year ended December 31, 2023. The increase was primarily the result of a $1.2 million decrease in the valuation adjustment for the fair value of the Company’s mortgage servicing rights portfolio for the year ended December 31,
2024 as compared to a $2.4 million decrease for the same period in 2023. This increase was partially offset with a decrease in gain on loan sales as a result of a decrease of $29.5 million, or 9.2%, in mortgage loan originations in the current year
as compared to the prior year.

Income from insurance activities - Due to the sale of Windmark in the second quarter of 2023, there was a decline of $1.4 million in income from insurance
activities for year ended December 31, 2024 as compared to the same period in 2023.

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Other income and fees - Other noninterest income and fees
increased $2.1 million for the year ended December 31, 2024 compared to the same period in 2023. The increase was largely as a result of an increase of $715 thousand in income
from sweep accounts, year over year, and from $700 thousand received in 2024 in insurance proceeds for
property damage.

Gain on sale of subsidiary - A $33.8 million gain from the sale of Windmark was recorded in 2023.

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

Year Ended December 31, 2024 over 2023Year Ended December 31, 2023 over 2022
20242023Increase (decrease)20232022Increase (decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$74,338$79,377$(5,039)$79,377$86,323$(6,946)
Occupancy expense, net16,10516,102316,10215,987115
Professional services6,5836,4331506,4339,740(3,307)
Marketing and development3,7823,4533293,4533,614(161)
IT and data services4,2863,4108763,4103,780(370)
Bankcard expenses5,8735,5573165,5575,376181
Appraisal expenses9531,087(134)1,0871,747(660)
Realized loss on sale of securities3,409(3,409)3,4093,409
Other expenses(1)15,65816,118(460)16,11817,522(1,404)
Total noninterest expense$127,578$134,946$(7,368)$134,946$144,089$(9,143)
Column 1Column 2
(1)Other expenses include items such as banking regulatory assessments, telephone expenses, postage, courier fees, directors’ fees, and insurance.

Noninterest expense for the year ended December 31, 2024 was $127.6 million compared to $134.9 million for the year ended December 31, 2023, a decrease of $7.4 million, or 5.5%. Significant changes in
the components of noninterest expense are detailed below.

Salaries and employee benefits - Salaries and employee benefits
decreased $5.0 million, or 6.3%, from $79.4 million for the year ended December 31, 2023 to $74.3 million for the year ended December 31, 2024. This was primarily driven by approximately $2.7 million of compensation related to operation of Windmark
in the first quarter of 2023 and the related sale in the second quarter of 2023. There was also a decrease of $1.5 million in mortgage personnel costs, due to the reduction in mortgage loan originations and operations during 2024 as compared to 2023.

Loss on sale of securities - The Company sold approximately
$56.2 million of available for sale securities in the second quarter of 2023 which resulted in a loss on sale of $3.4 million. There were no sales of securities during 2024.

IT and data services – IT and data services expenses increased
$876 thousand or 25.7% in the current year from $3.4 million for the year ended December 31, 2023 to $4.3 million for the year ended December 31, 2024. The increase relates primarily to the Company’s cloud migration project.

Financial Condition

Our total assets increased $27.4 million, or 0.7%, to $4.23 billion at December 31, 2024 as compared to $4.20 billion at December 31, 2023. Our loans held for investment increased $40.9 million, or
1.4%, to $3.06 billion at December 31, 2024, compared to $3.01 billion at December 31, 2023. Total deposits increased $5.3 million, or 0.1% to $3.62 billion at December 31, 2024, compared to $3.63 billion at December 31, 2023.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important
consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

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Loans held for investments increased $40.9 million, or 1.4%, to $3.06 billion at December 31, 2024 as compared to $3.01 billion at December 31, 2023. The organic loan growth remained
relationship-focused and occurred primarily in commercial real estate loans, residential mortgage loans, and energy loans, partially offset by decreases in consumer auto loans and residential construction loans.

The following table shows the contractual maturities of our loans held for investment portfolio at December 31, 2024:

Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue after Fifteen YearsTotal
(Dollars in thousands)
Commercial real estate$186,474$544,996$317,251$70,342$1,119,063
Commercial - specialized118,109151,24370,74748,856388,955
Commercial - general107,119197,187146,052107,013557,371
Consumer:
1-4 family residential31,222110,87892,528331,772566,400
Auto loans2,758182,64169,075254,474
Other consumer8,41540,29716,22464,936
Construction89,75211,5911,3471,165103,855
Total loans$543,849$1,238,833$713,224$559,148$3,055,054

The following table shows the distribution between fixed and adjustable interest rate loans for maturities greater than one year as of December 31, 2024:

Fixed RateAdjustable Rate
(Dollars in thousands)
Commercial real estate$370,624$561,965
Commercial - specialized90,463180,383
Commercial - general184,350265,902
Consumer:
1-4 family residential330,448204,730
Auto loans251,716
Other consumer56,521
Construction6,5727,531
Total loans$1,290,694$1,220,511

At December 31, 2024, there was $1.55 billion in adjustable rate loans, with $865.9 million of these loans that mature or reprice in the next twelve months. Of these loans that mature or reprice in
the next twelve months, $516.5 million will reprice immediately upon changes in the underlying index rate, with the remaining $349.4 million being subject to rate ceilings, floors above the current index, or a future repricing date. The Wall Street Journal prime rate is the predominate index used by the Bank.

The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral concentration as
73.7% of our loans were secured by real property as of December 31, 2024, compared to 72.7% as of December 31, 2023. We believe that these loans are not concentrated in any one single property type and that they are geographically dispersed
throughout the areas we serve. Although the Bank has diversified portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it operates, which consist
primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education. Commercial real estate loans and residential construction loans represent 40.1% of loans held for
investment as of December 31, 2024 and represented 40.1% of loans held for investment as of December 31, 2023. Further, 97% of the total dollar amount of these loans are secured by collateral located in the state of Texas.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We use
underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending
to allow us to react to a borrower’s deteriorating financial condition, should that occur.

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Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction
loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes similar to our
commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the
successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real
estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans increased $38.0 million, or 3.5%, to $1.12 billion as of December 31, 2024 from $1.08 billion as of December 31, 2023. The increase was primarily driven by an increase
of $27.5 million related to the completion of four multi-family properties loans during 2024.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably.
Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed,
and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial
loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the
repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories:
specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader
diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries. Performance of these loans is subject to operating
and cash flow results of the borrower, with risk in the volatility of operating results for particular industries.

Commercial general loans increased $40.0 million, or 7.7%, to $557.4 million as of December 31, 2024 from $517.4 million as of December 31, 2023.
The increase in commercial general loans was primarily due to increases in loans to companies in the services industry of $25.9 million and increases in loans in the
restaurant/retail industry of $6.7 million.

Commercial specialized loans increased $16.6 million, or 4.5%, to $389.0 million as of December 31, 2024 from $372.4 million as of December 31, 2023. This increase was primarily due to growth of
$20.9 million in energy sector loans, and a $5.4 million increase in ag production loans, partially offset by a decrease of $13.8 million in ag real estate loans .

Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy
addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize
our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans. All consumer loans are generally dependent on the risk
characteristics of the borrower’s ability to repay the loan, a consideration of the debt to income ratio, employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral.

Consumer loans decreased $28.4 million, or 3.1%, to $885.8 million as of December 31, 2024, from $914.2 million as of December 31, 2023. The decrease in these loans was primarily a result of a $50.8
million decrease in consumer auto loans, partially offset with an increase of $31.7 million in residential mortgage loans. The reduction in consumer auto loans was planned given competitiveness for the best credit indirect auto loans. As of
December 31, 2024, our consumer loan portfolio was comprised of $566.4 million in 1-4 family residential loans, $254.5 million in auto loans, and $64.9 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based
on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the
projects.

Construction loans decreased $25.3 million, or 19.6%, to $103.9 million as of December 31, 2024 from $129.2 million as of December 31, 2023. The decrease resulted from the continued reduced demand
for residential construction as interest rate levels remained elevated and projects were completed and sold.

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The commercial real estate and construction categories comprise the Company’s nonowner-occupied real estate loans. Total nonowner-occupied real estate loans were $1.22 billion at December 31, 2024
and $1.21 billion at December 31, 2023. Nonowner-occupied commercial real estate loans are made up of income-producing commercial real estate property loans and construction, acquisition, and development property loans. As of December 31, 2024,
total income-producing commercial real estate property loans totaled $881.2 million and was comprised of $315.9 million of multi-family property loans, $181.0 million of retail property loans, $141.9 million of office property loans, $61.0
million in hospitality loans, and $181.4 million in other property loans. Other property loans include types such as industrial, warehouse, mini-storage, and convenience stores. As of December 31, 2024, total construction, acquisition, and
development property loans totaled $341.7 million and was comprised of $103.8 million in residential construction property loans and $237.9 million of commercial construction and other land development loans. The weighted average loan-to-value of
income-producing nonowner-occupied commercial real estate loans was approximately 53% at December 31, 2024. The weighted average loan-to-value of nonowner-occupied office commercial real estate loans was approximately 56% at December 31, 2024.

Owner-occupied commercial real estate loans totaled $366.8 million at December 31, 2024 and $341.1 million at December 31, 2023.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to
extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in
the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments. Commitments to
extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we have in
particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the
same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and
private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for
which collateral is deemed necessary.

The following table summarizes commitments we have made as of the dates presented.

December 31,
20242023
(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit$537,688$598,800
Standby letters of credit18,69611,503
Total$556,384$610,303

Allowance for Credit Losses

As discussed in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to consolidated financial statements, our policies and procedures related to accounting for credit
losses changed effective January 1, 2023, as we adopted the accounting standard update as codified in Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) Financial Instruments - Credit Losses. The amount of allowance represents
management’s best estimate of current expected credit losses (“CECL”) on these financial instruments over the contractual term of the instrument. Upon adoption, we recognized a cumulative effect adjustment to the ACL for loans and off-balance
sheet credit exposures of $1.3 million. The CECL model requires recording life-of-loan projected losses in the loan portfolio based on future economic events and related loan portfolio credit performance. The prior accounting standard recorded
reserves based on incurred losses at the balance sheet date.

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The ACL for loans is established for future expected credit losses through a provision for credit losses charged to earnings. Management evaluates the appropriate level of the ACL on a quarterly
basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and documentation
standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the ACL is assessed by regulatory examinations and the Company’s
internal and external loan reviews. The ACL consists of two elements: (1) specific valuation allowances established for expected losses on specifically analyzed loans and (2) collective valuation allowances calculated using comparable and
quantifiable information from both internal and external sources about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Expected
credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments.

To determine the adequacy of the ACL on loans, the Company applied a dual credit risk rating (“DCRR”) methodology that estimates each loan’s
probability of default and loss given default to calculate the expected credit loss to non-analyzed loans. The DCRR process quantifies the expected credit loss at the loan level for the entire loan portfolio. Loan grades are assigned by a
customized scorecard that risk rates each loan based on multiple probability of default and loss given default elements to measure the risk of the loan portfolio. The ACL estimate incorporates the Company’s DCRR loan level risk rating
methodology and the expected default rate frequency term structure to derive loan level life of loan estimates of credit losses for every loan in the portfolio. The estimated credit loss for each loan is adjusted based on one-year through the
cycle estimate of expected credit loss to a life of loan measurement that reflects current conditions and forecasts. The life of loan expected loss is determined using the contractual weighted average life of the loan adjusted for prepayments.
Prepayment speeds are determined by grouping the loans into pools based on segments and risk rating. After the life of loan expected losses are determined, they are adjusted to reflect the Company’s reasonable and supportable economic forecast
over a selected range of a one to two years. The Company has developed regression models to project net charge-off rates based on macroeconomic variables (“MEVs”), typically a one-year period is used. MEV’s considered in the analysis
consist of data gathered from the St. Louis Federal Reserve Research Database (“FRED”), such as, federal funds rate, 10-year treasury rates, 30-year mortgage rates, crude oil prices, consumer price index, housing price index, unemployment rates,
housing starts, gross domestic product, and disposable personal income. These regression models are applied to the Company’s economic forecast to determine the corresponding net charge-off rates. The projected net
charge-off rates for the given economic scenario are used to adjust the through the cycle expected losses. Qualitative adjustments are also made to ACL results for additional risk factors that are relevant in assessing the expected credit
losses within our loan segments. These qualitative factor (“Q-Factor”) adjustments may increase or decrease management’s estimate of the ACL by a calculated percentage based upon the estimated level of perceived risk within a particular
segment. Q-Factor risk decisions consider concentrations of the loan portfolio, expected changes to the economic forecasts, large relationships, and other factors related to credit administration, such as borrower’s risk rating and the
potential effect of delayed credit score migrations. Management quantifiably identifies segment percentage Q-Factor adjustments using a scorecard risk rating system scaled to historical loss experience within a segment and management’s
perceived risk for that particular segment. In addition to the loan level evaluations, nonaccrual loans with a balance of $250 thousand or more are individually analyzed based on facts and circumstances of the loan to determine if a specific
allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk
factor amounts established for its loan category.

The allowance for credit losses was $43.2 million at December 31, 2024 compared to $42.4 million at December 31, 2023, an increase of $0.9 million, or 2.1%. The increase was primarily a result of a
provision for credit losses on loans of $4.3 million being recorded during 2024 based on growth in the loan portfolio and net charge-offs of $3.5 million during 2024.

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The following table provides an analysis of the ACL for loans and other data during the periods indicated.

As of or for the Year Ended December 31,
202420232022
(Dollars in thousands)
Average loans outstanding during period(1)
Commercial real estate$1,108,216$988,121$817,365
Commercial – specialized395,450350,940351,598
Commercial – general524,370517,242476,553
Consumer:
1-4 family residential561,629512,149409,023
Auto loans273,898317,465285,493
Other consumer69,11078,84285,881
Construction107,668140,460150,072
Loans held for sale13,85019,25436,176
Total average loans outstanding during period$3,054,191$2,924,473$2,612,161
Net charge-offs (recoveries) during the period
Commercial real estate$42$$(418)
Commercial – specialized(80)(164)(807)
Commercial – general910292(122)
Consumer:
1-4 family residential169(5)100
Auto loans1,051691364
Other consumer1,057861913
Construction310319161
Total net charge-offs (recoveries) during the period$3,459$1,994$191
Total loans held for investment outstanding$3,055,054$3,014,153$2,748,081
Nonaccrual loans$22,102$3,242$5,802
Allowance for credit losses$43,237$42,356$39,288
Ratio of allowance to total loans held for investment1.42%1.41%1.43%
Ratio of allowance to nonaccrual loans195.62%1,306.48%677.15%
Ratio of nonaccrual loans to total loans held for investment0.72%0.11%0.21%
Ratio of net charge-offs (recoveries) to average loans during the period
Commercial real estate(0.05)%
Commercial – specialized(0.02)%(0.05)%(0.23)%
Commercial – general0.17%0.06%(0.03)%
Consumer:
1-4 family residential0.03%0.02%
Auto loans0.38%0.22%0.13%
Other consumer1.53%1.09%1.06%
Construction0.29%0.23%0.11%
Total ratio of net charge-offs (recoveries) to average loans during the period0.11%0.07%0.01%
Column 1Column 2
(1)Average outstanding balances include loans held for sale.

Net charge-offs totaled $3.5 million and were 0.11% of average loans outstanding for the year ended December 31, 2024, compared to $2.0 million and 0.07% for the year ended December 31, 2023. Gross charge-offs
increased $1.3 million and recoveries decreased $191 thousand for the year ended December 31, 2024 compared to the same period in 2023. The increase in charge-offs was primarily attributable to an increase of $613 thousand in general commercial
loan charge-offs and an increase of $298 thousand in charge-offs on consumer auto loans in 2024. The allowance for credit losses as a percentage of loans held for investment was 1.42% at December 31, 2024 and 1.41% at December 31, 2023.

While the entire ACL for loans is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the ACL for loans for the periods presented and the
percentage of allowance in each classification to total allowance:

As of December, 31
202420232022
Amount% of TotalAmount% of TotalAmount% of Total
(Dollars in thousands)
Commercial real estate$15,97336.9%$15,80837.3%$13,02933.1%
Commercial – specialized4,64010.7%4,0209.5%3,4258.7%
Commercial – general6,87415.9%6,39115.1%9,21523.5%
Consumer:
1-4 family residential9,67722.4%9,17721.7%6,19415.8%
Auto loans3,0157.0%3,6018.5%3,92610.0%
Other consumer1,1152.6%9682.3%1,3763.5%
Construction1,9434.5%2,3915.6%2,1235.4%
Total allowance for credit losses$43,237100.0%$42,356100.0%$39,288100.0%

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Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which
the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is
a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans
is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of
principal and interest is probable.

Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective ACL evaluation.
Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we analyze loans for specific allowance based upon
either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A
loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods,
the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last
appraised value no longer reflects the actual market for the collateral. The specific allowance amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not
collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less costs to
sell when acquired, establishing a new cost basis. OREO and repossessed assets are reported as foreclosed assets.

Nonperforming loans include nonaccrual loans and loans past due 90 days or more. Nonperforming assets consist of nonperforming loans plus foreclosed assets.

At December 31, 2024, our total nonaccrual loans were $22.1 million, or 0.72% of total loans held for investment, as compared to $3.2 million, or 0.11% of total loans held for investment, at
December 31, 2023. These loans within this amount that exceeded $250 thousand were specifically analyzed and specific valuation allowances were established as necessary and included in the ACL for loans as of December 31, 2024 to cover any
probable loss. The increase in the year ended December 31, 2024 was primarily due to one $19.5 million loan that was placed on nonaccrual status during the second quarter of 2024 after the maturity date was accelerated.

Nonperforming loans were $24.0 million at December 31, 2024 and $5.2 million at December 31, 2023. This increase is mainly due to the new nonaccrual loan noted above.

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other than insignificant payment delay, or interest rate
reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL for loans. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience
financial difficulty, another concession, such as principal forgiveness, may be granted. In some cases, the Company provides multiple types of concessions on one loan. The Company closely monitors the performance of loans that are modified to
borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Upon the Company’s determination that a modified loan has subsequently been deemed to not be fully collectible, the uncollectible amount is
written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL for loans is adjusted by the same amount.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the
restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial
condition of the Company. The securities portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or
lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate
characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand is weak or
when deposits grow more rapidly than loans.

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The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. Securities consist primarily of state and municipal securities, mortgage-backed
securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are
recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value.

Total securities at December 31, 2024 were $577.2 million, representing a decrease of $45.5 million, or 7.3%, compared to $622.8 million at December 31, 2023. The decrease was
primarily due to $33.2 million in maturities, prepayments and calls, net of purchases and a $9.7 million decrease in the fair value of available for sale securities at December 31, 2024 as compared to December 31, 2023.

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. During the year ended December 31, 2024, the fair value adjustment to the Company’s available
for sale securities decreased $9.7 million after increasing by $20.7 million during 2023. The change resulted from increased longer-term interest rates during 2024. At December 31, 2024, the Company evaluated whether the decline in fair value has
resulted from credit losses or other factors. Within this evaluation, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by rating agency, and adverse conditions specifically
related to the security, among other factors. Based on management’s evaluation no unrealized losses on securities were determined to be due to credit loss. Additionally, we anticipate full recovery of amortized cost with respect to these
securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost
basis, which may be at maturity, thus no ACL or losses have been recognized or realized in the consolidated financial statements for securities in the portfolio.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities may
differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

As of December 31, 2024
Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Ten YearsDue after Ten Years
Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
(Dollars in thousands)
Available-for-sale
State and municipal$2,9191.75%$4,5082.30%$3,3882.18%$188,7732.29%
Residential mortgage-backed securities1,9762.04%6932.82%318,3522.19%
Commercial mortgage-backed securities46,6012.22%
Collateralized mortgage obligations68,7805.26%4,9175.23%
Asset-backed and other amortizing securities2,8643.16%13,2432.75%
Other securities12,0004.47%
Total available-for-sale$2,9191.75%$6,4842.22%$134,3264.00%$525,2852.27%

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts and
certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community networks.

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Total deposits at December 31, 2024 were $3.62 billion, representing a
decrease of $5.3 million, or 0.1%, compared to $3.63 billion at December 31, 2023. Deposits were essentially unchanged, year-over-year, with an increase in interest-bearing deposits offset by a decline in noninterest-bearing deposits. As of
December 31, 2024, 25.8% of total deposits were comprised of noninterest-bearing demand accounts, 61.9% of interest-bearing non-maturity accounts and 12.3% of time deposits. Interest-bearing non-maturity accounts included $207.8 million in
brokered deposits, which represented 5.7% of total deposits at December 31, 2024.

The following table shows the deposit mix as of the dates presented:

December 31, 2024December 31, 2023
Amount% of TotalAmount% of Total
(Dollars in thousands)
Noninterest-bearing deposits$935,51025.8%$974,20126.9%
NOW and other transaction accounts498,71813.8%562,06615.5%
Money market and other savings1,741,98848.1%1,722,17047.5%
Time deposits444,66012.3%367,71610.1%
Total deposits$3,620,876100.0%$3,626,153100.0%

The following table summarizes our average deposit balances and weighted average rates for the periods indicated:

202420232022
Average BalanceWeighted Average RateAverage BalanceWeighted Average RateAverage BalanceWeighted Average Rate
(Dollars in thousands)
Noninterest-bearing deposits$968,307%$1,069,280%$1,189,730%
Interest-bearing deposits:
NOW and interest-bearing demand accounts482,1603.74%401,0752.93%352,7910.59%
Savings accounts135,4840.90%145,7580.87%151,1280.32%
Money market accounts1,633,2983.13%1,571,1522.70%1,385,9690.75%
Time deposits411,0284.07%321,2052.98%327,2891.22%
Total interest-bearing deposits2,661,9703.27%2,439,1902.66%2,217,1770.77%
Total deposits$3,630,2772.40%$3,508,4701.85%$3,406,9070.50%

Time deposits issued in amounts of more than $250 thousand represent the type of deposit most likely to affect the Company’s future earnings because of interest rate sensitivity. The effective cost
of these funds is generally higher than other time deposits because the funds are usually obtained at premium rates of interest.

The scheduled maturities of time deposits of more than $250 thousand as of December 31, 2024 follows:

(Dollars in thousands)Three MonthsThree to Six MonthsSix to 12 MonthsAfter 12 MonthsTotal
$82,590$60,159$47,771$6,274$196,794

The estimated amount of uninsured deposits as of December 31, 2024 was $1.2 billion. This represented approximately 33% of total deposits and excludes $274 million of collateralized public fund
deposits.

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and
commercial real estate loans as well as FHLB stock. At December 31, 2024 and 2023, we had total remaining borrowing capacity from the FHLB of $1.11 billion and $1.10 billion, respectively. We had no FHLB borrowings during the years ended December
31, 2024 or 2023.

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The Company may use FHLB letters of credit to pledge to certain public deposits. The outstanding balance of FHLB letters of credit was $75.0 million and $0 at December 31, 2024 and December 31,
2023, respectively.

Federal Reserve Bank of Dallas. The Bank has a line of credit with the FRB. The amount of the line is determined on a monthly basis by the Federal Reserve
Bank. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $654.0 million and $595.4 million at December 31, 2024 and 2023, respectively. There were no amounts
outstanding on the FRB line of credit at December 31, 2024 and 2023. We had no long-term FRB borrowings during the years ended December 31, 2024 or 2023.

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of the
lines was $140.0 million and $140.0 million as of December 31, 2024 and 2023. The lines were not used, other than testing during the years ended December 31, 2024 and 2023.

Subordinated Debt

In December 2018, the Company issued $26.5 million in subordinated notes. Notes totaling $12.4 million (the “2028 Notes”) have a maturity date of December 2028 and a weighted average fixed rate of
5.74% for the first five years. The remaining $14.1 million of notes have a maturity date of December 2030 and a weighted average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all notes will float at the Wall Street Journal prime rate, with a floor of 4.0% and a ceiling of 7.5%. These notes pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five
years or less. Additionally, these notes qualify for Tier 2 capital treatment, subject to regulatory limitations.

On November 8, 2023, the Company notified holders of its 2028 Notes that it had elected to redeem all the outstanding 2028 Notes effective on December 15, 2023
(the “Redemption Date”). Each of the 2028 Notes were redeemed pursuant to the terms of the Indenture, dated as of December 14, 2018, between the Company and Argent Trust Company, N.A., as trustee for the 2028 Notes (the “Trustee”), at the
redemption price totaling approximately $12.4 million in aggregate principal amount, plus accrued and unpaid interest. As provided in the redemption notice, on the Redemption Date, the Trustee paid the relevant Redemption Price to the holders
of 2028 Notes appearing on the books and records of the Trustee on the Redemption Date. The 2028 Notes ceased to represent the right to payment of principal and interest upon
the payment to the holders of 2028 Notes by the Trustee representing the Redemption Price. The Company received all necessary regulatory approvals for the redemption of the
2028 Notes.

On September 29, 2020, the Company issued $50.0 million in subordinated notes. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The notes have a maturity
date of September 2030 with a fixed rate of 4.50% for the first five years. After the expiration of the fixed rate period, the notes will reset quarterly at a variable rate equal to the then current three-month Secured Overnight
Financing Rate, as published by the Federal Reserve Bank of New York, plus 438 basis points. These notes pay interest semi-annually, are unsecured, and may be called by the Company at any time after the remaining
maturity is five years or less. Additionally, these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of December 31, 2024, the total amount of subordinated debt outstanding was $64.1 million, less approximately $139 thousand of remaining debt issuance costs for a total balance of $64.0 million.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three wholly-owned
statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures issued by the
Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4 million at December
31, 2024 and 2023. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The Company is current
in its interest payments on the debentures.

The chart below indicates certain information, as of December 31, 2024, about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the junior
subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures, the
interest rates on the junior subordinated deferrable interest debentures and the investment banker.

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Name of TrustIssue DateAmount of Trust Preferred SecuritiesAmount of DebenturesStated Maturity Date of Trust Preferred Securities and Debentures(1)Interest Rate of Trust Preferred Securities and Debentures(2)(3)
(Dollars in thousands)
South Plains Financial Capital Trust III2004$10,000$10,31020343-mo. CME Term SOFR + 291 bps; 7.54%
South Plains Financial Capital Trust IV200520,00020,61920353-mo. CME Term SOFR + 165 bps; 6.01%
South Plains Financial Capital Trust V200715,00015,46420373-mo. CME Term SOFR + 176 bps; 6.12%
Total$45,000$46,393
Column 1Column 2
(1)May be redeemed at the Company’s option.
Column 1Column 2
(2)Interest payable quarterly with principal due at maturity.
Column 1Column 2
(3)Rate as of last reset date, prior to December 31, 2024.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs,
all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the
daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash,
interest-bearing deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB
advances, and the FRB discount window. We had available borrowing capacity of up to approximately $1.77 billion through the FHLB, the FRB’s discount window at December 31, 2024, which includes the unused line with the FHLB of $1.11 billion and
the unused line with the FRB of $654.0 million. Additionally, we have uncollateralized lines with multiple banks totaling $140 million at December 31, 2024. These lines are
not guaranteed and we are not placing reliance on them.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and
increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

Capital

Total stockholders’ equity increased to $438.9 million as of December 31, 2024, compared to $407.1 million as of December 31, 2023. The increase from December 31, 2023 was primarily the result of
$49.7 million in net income, partially offset by an increase in other comprehensive loss of $8.9 million, $9.2 million in dividends paid, and repurchases of common stock of $1.3 million for the year ended December 31, 2024.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory
and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action”
(described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and
classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum
amounts and ratio of common equity tier 1 (“CET1”) capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

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The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for
“prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of
earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At December 31, 2024, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2024, we and the Bank were “well capitalized” under the
regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2024 that would materially adversely change such capital classifications. From time to time, we may need to raise
additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s
capital ratios as of the dates indicated.

ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2024:
Total capital (to risk-weighted assets)
Consolidated$631,71317.86%$371,42610.50%N/AN/A
Bank520,78814.73%371,35110.50%$353,66710.00%
Tier 1 capital (to risk-weighted assets)
Consolidated523,53514.80%300,6788.50%N/AN/A
Bank476,57413.48%300,6178.50%282,9348.00%
CET 1 capital (to risk-weighted assets)
Consolidated478,53513.53%247,6177.00%N/AN/A
Bank476,57413.48%247,5677.00%229,8846.50%
Tier 1 capital (to average assets)
Consolidated523,53512.04%174,7774.00%N/AN/A
Bank476,57410.96%174,7104.00%217,3365.00%
ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2023:
Total capital (to risk-weighted assets)
Consolidated$589,56516.74%$369,75310.50%N/AN/A
Bank494,35314.04%369,63510.50%$352,03310.00%
Tier 1 capital (to risk-weighted assets)
Consolidated482,04413.69%299,3248.50%N/AN/A
Bank450,60712.80%299,2288.50%281,6278.00%
CET 1 capital (to risk-weighted assets)
Consolidated437,04412.41%246,5027.00%N/AN/A
Bank450,60712.80%246,4237.00%228,8226.50%
Tier 1 capital (to average assets)
Consolidated482,04411.33%171,0374.00%N/AN/A
Bank450,60710.60%170,9454.00%212,5945.00%

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Community Bank Leverage Ratio

On September 17, 2019, the federal banking agencies jointly finalized a rule to be effective January 1, 2020 and intended to simplify the
regulatory capital requirements described above for qualifying community banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of the EGRRCPA. The final rule became effective on
January 1, 2020, and the CBLR framework became available for banks to use beginning with their March 31, 2020 Call Reports. Under the final rule, if a qualifying community banking organization opts into the CBLR framework and meets all
requirements under the framework, it will be considered to have met the well-capitalized ratio requirements under the “prompt corrective action” regulations described above and will not be required to report or calculate risk-based capital. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated
assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. Although the Company and the Bank are qualifying community banking organizations, the Company and the Bank have elected not to opt in to the CBLR
framework at this time and will continue to follow the Basel III capital requirements as described above.

Treasury Stock

The Company repurchased stock in accordance with its stock repurchase programs during 2024 and 2023. In 2024, we repurchased 53,799 shares of
common stock for a total of $1.3 million. In 2023, we repurchased 685,638 shares of common stock for a total of $17.8 million. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities,” of this Report for further information.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds management,
and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s net
interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest
income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (“ALCO Committee”) reviews this information to determine compliance with the limits set by the Bank’s board of directors.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and
interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net
interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or
commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the ALCO Committee, in accordance with policies approved by the Bank’s board of directors. The ALCO Committee formulates strategies based on
appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates,
regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and
liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.
Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on
other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of the
assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

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On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under
various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous
parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal
rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a
200 basis point shift, and 22.5% for a 300 basis point shift.

The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

As of December 31,
20242023
Change in Interest Rates (Basis Points)Percent Change in Net Interest IncomePercent Change in Net Interest Income
+300(4.63)(10.02)
+200(3.02)(6.59)
+100(1.54)(3.21)
-1000.013.35
-2001.696.86

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial
position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

The Company’s asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes the
impact of inflation on financial results depends upon the Company’s ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction,
or at the same magnitude, as the prices of other goods and services. However, other operating expenses do reflect general levels of inflation. Management seeks to manage the relationship between interest rate-sensitive assets and liabilities in
order to protect against wide net interest income fluctuations, including those resulting from inflation.

Various information shown elsewhere in this Report will assist in the understanding of how well the Company is positioned to react to changing interest rates and inflationary trends. In particular, additional
information related to the Company’s interest rate-sensitive assets and liabilities is contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report under the heading “Interest
Rate Sensitivity and Market Risk.”

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures
discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of
excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S. in our consolidated statements
of comprehensive income(loss), balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial
measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in
accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how other
banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment
bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important
to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value
while not increasing our tangible book value.

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Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts
and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated
amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets. We believe that this measure is important to many investors in the marketplace
who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total
stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per common
share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

As of December 31,
202420232022
(Dollars in thousands)
Total stockholders’ equity$438,949$407,114$357,014
Less: Goodwill and other intangibles(21,035)(21,744)(23,857)
Tangible common equity$$ 417,914$385,370$333,157
Total assets$4,232,239$4,204,793$3,944,063
Less: Goodwill and other intangibles(21,035)(21,744)(23,857)
Tangible assets$4,211,204$4,183,049$3,920,206
Shares outstanding16,455,82616,417,09917,027,197
Total stockholders’ equity to total assets10.37%9.68%9.05%
Tangible common equity to tangible assets9.92%9.21%8.50%
Book value per share$26.67$24.80$20.97
Tangible book value per share$25.40$23.47$19.57

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare
consolidated financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the consolidated financial
statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the consolidated financial statements and, as this information changes, actual results could differ from the
estimates, assumptions and judgments reflected in the consolidated financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are
critical in understanding our consolidated financial statements. We evaluate our estimates on an ongoing basis.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or
subjective decisions or assessments. Additional information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of December 31, 2024.

Allowance for Credit Losses. The allowance for credit
losses includes credit losses on loans as well as the off-balance-sheet credit exposure, which is reported as a component of other liabilities on our consolidated balance sheets. The ACL for loans is established for future expected credit losses
through a provision for credit losses charged to earnings. Expected losses are calculated using comparable and quantifiable information both internal and external about past events, including historical experience, current conditions, and
reasonable and supportable forecasts that affect the collectability of the reported amount. Expected credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments when appropriate. The ACL for loans is
affected by charge-offs, recoveries and the provision for credit losses on loans.

The ACL for loans is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and volume of
the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are
susceptible to significant revision as more information becomes available. The determination of the adequacy of the ACL for loans is based on estimates that are particularly susceptible to significant changes in the economic environment and
market conditions. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

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Mortgage Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the consolidated
statement of comprehensive income (loss) effect recorded in net gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model administered
by a third-party that calculates present value of estimated future servicing income. The fair values of servicing rights are subject to significant fluctuations in valuation model assumptions as a result of changes in estimated and actual
prepayment speeds and default rates and losses. Estimating prepayment speed and/or discount rates within ranges that market participants would use in determining the fair value of the MSR requires significant management judgment.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Report regarding the impact of new accounting pronouncements
which we have adopted.

FY 2023 10-K MD&A

SEC filing source: 0001140361-24-013519.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-15. Report date: 2023-12-31.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
accompanying notes included in Item 8. Financial Statements and Supplementary Data. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we
believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause
actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking
statements.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank is one of the largest independent banks in West Texas and has additional banking operations
in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. Through City Bank, we provide a wide range of commercial and consumer financial services to small and medium-sized
businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with investment, trust and mortgage services.

On April 1, 2023, SPFI entered into a Securities Purchase Agreement (“Agreement”) with Alliant Insurance Services, Inc. (“Alliant”), providing for the sale of Windmark Insurance Agency, Inc.
(“Windmark”) through a sale of all of the outstanding shares of capital stock of Windmark to Alliant. The transaction was consummated on April 1, 2023. Pursuant to the terms and subject to the conditions of the Agreement, SPFI received an
aggregate purchase price of $36.1 million in exchange for Windmark’s common shares, representing a pre-tax gain of $33.8 million. This transaction did not meet the criteria for discontinued operations reporting.

Selected Financial Data

The following table sets forth certain of our selected financial data for, and as of the end of, each of the periods indicated (dollars in thousands, except per share data).

As of or for the Year Ended December 31,
202320222021
Selected Income Statement Data:
Net interest income$139,747$138,476$121,764
Provision for credit losses4,610(2,619)(1,918)
Noninterest income79,22676,14597,469
Noninterest expense134,946144,089148,030
Income tax expense16,67214,91114,507
Net income62,74558,24058,614
Share and Per Share Data:
Earnings per share (basic)$3.73$3.35$3.26
Earnings per share (diluted)3.623.233.17
Dividends per share0.520.460.30
Tangible book value per share(1)23.4719.5721.51
Selected Period End Balance Sheet Data:
Cash and cash equivalents$330,158$234,883$486,821
Investment securities622,762701,711724,504
Gross loans held for investment3,014,1532,748,0812,437,577
Allowance for credit losses on loans42,35639,28842,098
Total assets4,204,7933,944,0633,901,855
Total deposits3,626,1533,406,4303,341,222
Borrowings110,168122,354122,168
Total stockholders’ equity407,114357,014407,427
Performance Ratios:
Return on average assets1.54%1.47%1.56%
Return on average stockholders’ equity16.58%15.79%15.08%
Net interest margin(2)3.61%3.73%3.51%
Efficiency ratio(3)61.33%66.76%67.14%
Credit Quality Ratios:
Nonperforming assets to total assets(4)0.14%0.20%0.30%
Nonperforming loans to total loans held for investment(5)0.17%0.28%0.43%
Allowance for credit losses on loans to nonperforming loans(5)818.00%504.34%397.23%
Allowance for credit losses on loans to total loans held for investment1.41%1.43%1.73%
Net loan charge-offs to average loans0.07%0.01%0.06%
Capital Ratios:
Total stockholders’ equity to total assets9.68%9.05%10.44%
Tangible common equity to tangible assets(1)9.21%8.50%9.85%
Common equity tier 1 capital ratio12.41%11.81%12.91%
Tier 1 leverage ratio11.33%11.03%10.77%
Tier 1 risk-based capital ratio13.69%13.15%14.49%
Total risk-based capital ratio16.74%16.58%18.40%
Column 1Column 2
(1)Represents a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
Column 1Column 2
(2)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.
Column 1Column 2
(3)The efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income.
Column 1Column 2
(4)Nonperforming assets consist of nonperforming loans plus foreclosed assets.
Column 1Column 2
(5)Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

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Results of Operations

Net income for the year ended December 31, 2023 was $62.7 million, or $3.62 per diluted share, compared to $58.2 million, or $3.23 per diluted share, for the year ended December 31, 2022. The
increase in net income was primarily the result of an increase of $3.1 million in noninterest income, an increase of $1.3 million in net interest income, and a decrease of $9.1 million in noninterest expense, partially offset by an increase of
$7.2 million in provision for credit losses.

Return on average assets was 1.54% and return on average equity was 16.58% for the year ended December 31, 2023, compared to 1.47% and 15.79%, respectively, for the year ended December 31, 2022. The
increase in return on average assets was primarily due to the increase in net income of 7.7%, relative to a smaller increase of 2.9% in total average assets.

Net income for the year ended December 31, 2022 was $58.2 million, or $3.23 per diluted share, compared to $58.6 million, or $3.17 per diluted share, for the year ended December 31,
2021. The decrease in net income was primarily the result of a decrease of $21.3 million in noninterest income, offset by an increase of $16.7 million in net interest income and a decrease of $3.9 million in noninterest expense.

Return on average assets was 1.47% and return on average equity was 15.79% for the year ended December 31, 2022, compared to 1.56% and 15.08%, respectively, for the year ended December 31, 2021. The
decrease in return on average assets was primarily due to the decrease in net income of 0.6%, relative to a larger increase of 5.2% in total average assets.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment
securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing
liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs
of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net
interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets,
interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

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The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant
average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. For
purposes of this table, interest income, net interest margin and net interest spread are shown on a fully tax-equivalent basis.

Year Ended December 31,
202320222021
Average BalanceInterestYield/RateAverage BalanceInterestYield/RateAverage BalanceInterestYield/Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans(1)$2,924,473$176,6276.04%$2,612,161$137,9575.28%$2,420,201$120,5454.98%
Investment securities – taxable570,65521,5903.78%594,40515,0102.53%532,2729,2921.75%
Investment securities – non-taxable185,2054,9012.65%216,2165,7332.65%219,3855,8722.68%
Other interest-earning assets (2)223,1529,9734.47%318,8623,6751.15%336,0815650.17%
Total interest-earning assets3,903,485213,0915.46%3,741,644162,3754.34%3,507,939136,2743.88%
Noninterest-earning assets176,495222,544261,140
Total assets$4,079,980$3,964,188$3,769,079
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits2,117,98555,4232.62%1,889,88813,0130.69%1,841,6784,1630.23%
Time deposits321,2059,5642.98%327,2893,9891.22%329,5094,1301.25%
Short-term borrowings8455.95%40.00%8,04550.06%
Notes payable & other longer-term borrowings0.00%0.00%19,641380.19%
Subordinated debt75,4584,0185.32%75,8744,0505.34%75,6994,0565.36%
Junior subordinated deferrable interest debentures46,3933,2767.06%46,3931,6403.54%46,3938801.90%
Total interest-bearing liabilities2,561,12572,2862.82%2,339,44822,6920.97%2,320,96513,2720.57%
Noninterest-bearing liabilities:
Noninterest-bearing deposits1,069,2801,189,7301,016,835
Other liabilities71,10266,18242,654
Total noninterest-bearing liabilities1,140,3821,255,9121,059,489
Stockholders’ equity378,473368,828388,625
Total liabilities and stockholders’ equity$4,079,980$3,964,188$3,769,079
Net interest income$140,805$139,683$123,002
Net interest spread2.64%3.37%3.31%
Net interest margin(3)3.61%3.73%3.51%
Column 1Column 2
(1)Average loan balances include nonaccrual loans and loans held for sale.
Column 1Column 2
(2)Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.
Column 1Column 2
(3)Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in
average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in
volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

Year Ended December 31, 2023 over 2022Year Ended December 31, 2022 over 2021
Change due to:Change due to:
VolumeRateTotal VarianceVolumeRateTotal Variance
(Dollars in thousands)
Interest-earning assets:
Loans$16,494$22,176$38,670$7,134$10,278$17,412
Investment securities – taxable(600)7,1806,5801,0854,6335,718
Investment securities – non-taxable(822)(10)(832)(85)(54)(139)
Other interest-earning assets(1,103)7,4016,298(29)3,1393,110
Total increase (decrease) in interest income13,96936,74750,7168,10517,99626,101
Interest-bearing liabilities:
NOW, Savings, MMDAs1,57140,83942,4101098,7418,850
Time deposits(74)5,6495,575(28)(113)(141)
Short-term borrowings55(5)(5)
Notes payable & other borrowings(38)(38)
Subordinated debt(22)(10)(32)9(15)(6)
Junior subordinated deferrable interest debentures1,6361,636760760
Total increase (decrease) interest expense:1,47548,11949,594479,3739,420
Increase (decrease) in net interest income$12,494$(11,372)$1,122$8,058$8,623$16,681

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

Net interest income for the year ended December 31, 2023 was $139.7 million compared to $138.5 million for the year ended December 31, 2022, an increase of $1.3 million, or 0.9%. The increase in net
interest income in 2023 was comprised of a $50.9 million, or 31.6%, increase in interest income, partially offset by a $49.6 million, or 218.6%, increase in interest expense. The growth in interest income was primarily attributable to increases
of $38.6 million in loan interest income and $12.2 million in interest income from securities and other interest-earning assets. The increase in loan interest income was primarily due to growth of $312.3 million in average loans outstanding and
the rising interest rate environment. The increase in interest income on securities and other interest-earning assets was primarily due to rising market interest rates.

The $49.6 million increase in interest expense for the year ended December 31, 2023 was primarily related to a 185 basis points increase in the rate paid on interest-bearing liabilities and an
increase of $221.7 million in average interest-bearing liabilities over the same period in 2022. The rise in rates was largely attributed to the Federal Open Market Committee (“FOMC”) of the Board of Governors of the Federal Reserve repeatedly
raising their target benchmark interest rate, resulting in federal funds rate increases of 525 basis points between March of 2022 and July of 2023.

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For the year ended December 31, 2023, net interest margin and net interest spread were 3.61% and 2.64%, respectively, compared to 3.73% and 3.37% for the same period in 2022, respectively, which
reflects the changes in interest income and interest expense discussed above.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Net interest income for the year ended December 31, 2022 was $138.5 million compared to $121.8 million for the year ended December 31, 2021, an increase of $16.7 million, or 13.7%. The

increase in net interest income in 2022 was comprised of a $26.1 million, or 19.4%, increase in interest income, partially offset by a $9.4 million, or 71.0%, increase in interest expense. The increase in interest income was primarily
attributable to increases of $17.4 million in loan interest income and $8.7 million in interest income from securities and other interest-earning assets. The increase in loan interest income was primarily due to growth of $192.0 million in
average loans outstanding and the rising interest rate environment, partially offset by decreases of $102.9 million in average Paycheck Protection Program (“PPP”) loans and $6.3 million in the PPP-related interest and fees. The increase in
interest income on securities and other interest-earning assets was primarily due to securities purchases and rising market interest rates. During the years ended December 31, 2022 and 2021, the Company recognized $2.0 million and $8.3 million,
respectively, in PPP-related interest and fees.

The $9.4 million increase in interest expense for the year ended December 31, 2022 was primarily related to a 40 basis points increase in the rate paid on interest-bearing liabilities and an
increase of $18.5 million in average interest-bearing liabilities over the same period in 2021. The rise in rates was largely attributed to the FOMC repeatedly raising their target benchmark interest rate, resulting in federal funds rate
increases of 425 basis points between March and December of 2022.

For the year ended December 31, 2022, net interest margin and net interest spread were 3.73% and 3.37%, respectively, compared to 3.51% and 3.31% for the same period in 2021, respectively, which
reflects the changes in interest income and interest expense discussed above.

Provision for Credit losses

Credit risk is inherent in the business of making loans. We establish an allowance for credit losses (“ACL”) through charges to earnings, which are shown in the consolidated statements
of comprehensive income (loss) as the provision for credit losses. Credit losses on loans are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. The provision for credit losses is
determined by conducting a quarterly evaluation of the adequacy of our ACL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our
earnings. The provision for credit losses and the amount of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s
assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market areas. See “Financial Statements and Supplementary Data – Note 1. Summary of
Significant Accounting Policies” in the notes to our consolidated financial statements included elsewhere in this Report for more detailed discussion.

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

The provision for credit losses for the year ended December 31, 2023 was $4.6 million compared to ($2.6) million for the year ended December 31, 2022. The provision during the year ended December
31, 2023 was largely attributable to organic growth of $266.1 million in loans held for investment and net charge-offs of $2.0 million. Net charge-offs increased $1.8 million during 2023 as compared to 2022. The allowance for credit losses as a
percentage of loans held for investment was 1.41% at December 31, 2023 and 1.43% at December 31, 2022. Further discussion of the allowance for credit losses is noted below.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

The provision for credit losses for the year ended December 31, 2022 was ($2.6) million compared to ($1.9) million for the year ended December 31, 2021. The decrease in the provision for credit
losses for the year ended December 31, 2022 compared to the same period in 2021 was primarily due to improved credit metrics in the loan portfolio, specifically in the hotel segment, direct energy segment, and other Permian Basin-related credits,
and a decline in the amount of loans that were actively under a pandemic-related modification, partially offset by growth of $310.5 million in loans held for investment. Net charge-offs decreased $1.3 million during 2022 as compared to 2021. The
allowance for credit losses as a percentage of loans held for investment was 1.43% at December 31, 2022 and 1.73% at December 31, 2021. Further discussion of the allowance for credit losses is noted below.

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Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is associated
with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees. Prior to the sale of Windmark in 2023, income from insurance activities also comprised
a large portion of noninterest income.

The following table sets forth the major components of our noninterest income for the periods indicated:

Year Ended December 31, 2023 over 2022Year Ended December 31, 2022 over 2021
20232022Increase (decrease)20222021Increase (decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$7,130$6,829$301$6,829$6,963$(134)
Income from insurance activities1,51510,826(9,311)10,8268,3142,512
Bank card services and interchange fees13,32312,94637712,94612,239707
Mortgage banking activities13,81731,370(17,553)31,37059,726(28,356)
Investment commissions1,6981,825(127)1,8251,934(109)
Fiduciary income2,4332,390432,3902,917(527)
Gain on sale of subsidiary33,77833,778
Other income and fees(1)5,5329,959(4,427)9,9595,3764,583
Total noninterest income$79,226$76,145$3,081$76,145$97,469$(21,324)
Column 1Column 2
(1)Other income and fees includes income and fees associated with the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, legal settlements, wire transfer, Small Business Investment Company (“SBIC”) investments, and other miscellaneous services.

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

Noninterest income for the year ended December 31, 2023 was $79.2 million compared to $76.1 million for the year ended December 31, 2022, an increase of $3.1 million, or 4.0%. Significant changes in
the components of noninterest income are detailed below.

Mortgage banking activities - Income from mortgage banking
activities decreased $17.6 million, or 56.0%, to $13.8 million for the year ended December 31, 2023 from $31.4 million for the year ended December 31, 2022. This decrease was primarily a result of a decrease of $276.4 million, or 46.2%, in mortgage loan originations in the current year as compared to the prior year as mortgage interest rates
were at higher levels during 2023. There was also a $2.4 million decrease in the fair value of the Company’s mortgage servicing rights portfolio for the year ended December 31, 2023 as compared to a $4.7 million increase for the same period in
2022, given the changes in market interest rates during the periods.

Income from insurance activities - Due to the sale of Windmark in the second quarter of 2023, there was a decline of $9.3 million in income from insurance
activities for year ended December 31, 2023 as compared to the same period in 2022.

Other income and fees - Other noninterest income and fees decreased $4.4 million for the year ended December 31, 2023 compared to the same period in 2022
largely as a result of earnings on SBIC investments of $310 thousand during 2023 as compared to $2.3 million during 2022, and $2.1 million of income related to legal settlements recorded in the third quarter of 2022.

Gain on sale of subsidiary - A $33.8 million gain from the sale of Windmark was recorded in 2023.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Noninterest income for the year ended December 31, 2022 was $76.1 million compared to $97.5 million for the year ended December 31, 2021, a decrease of $21.3 million, or 21.9%. Significant changes
in the components of noninterest income are detailed below.

Mortgage banking activities - Income from mortgage banking activities decreased $28.4 million, or 47.5%, to $31.4 million for the year ended December 31,
2022 from $59.7 million for the year ended December 31, 2021. The decrease was primarily the result of a reduction of $838.6 million, or 58.4%, in mortgage loan originations for the year ended December 31, 2022, compared to the year ended
December 31, 2021, driven by rising mortgage interest rates during 2022 and the departure of several mortgage loan originators during the first quarter of 2022 and a decline in gain on sale margins. This decrease was partially offset by increases
of $3.2 million in the fair value adjustment and $1.0 million in servicing income for the Company’s mortgage servicing rights portfolio.

Income from insurance activities - Income from insurance activities grew $2.5 million during 2022 compared to 2021. This was a result of both an increase in
base premiums and profit-sharing bonuses.

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Other income and fees - Other noninterest income and fees increased $4.6 million for the year ended December 31, 2022 compared to the same period in 2021,
largely as a result of increased earnings from SBIC investments of $2.3 million and $2.1 million in legal settlements during 2022.

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

Year Ended December 31, 2023 over 2022Year Ended December 31, 2022 over 2021
20232022Increase (decrease)20222021Increase (decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$79,377$86,323$(6,946)$86,323$93,360$(7,037)
Occupancy expense, net16,10215,98711515,98714,5601,427
Professional services6,4339,740(3,307)9,7406,7522,988
Marketing and development3,4533,614(161)3,6143,225389
IT and data services3,4103,780(370)3,7804,007(227)
Bankcard expenses5,5575,3761815,3764,995381
Appraisal expenses1,0871,747(660)1,7473,248(1,501)
Realized loss on sale of securities3,4093,409
Other expenses(1)16,11817,522(1,404)17,52217,883(361)
Total noninterest expense$134,946$144,089$(9,143)$144,089$148,030$(3,941)
Column 1Column 2
(1)Other expenses include items such as banking regulatory assessments, telephone expenses, postage, courier fees, directors’ fees, and insurance.

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

Noninterest expense for the year ended December 31, 2023 was $134.9 million compared to $144.1 million for the year ended December 31, 2022, a decrease of $9.1 million, or 6.3%. Significant changes
in the components of noninterest expense are detailed below.

Salaries and employee benefits - Salaries and employee benefits decreased $6.9 million, or 8.0%, from $86.3 million for the year ended December 31, 2022 to
$79.4 million for the year ended December 31, 2023. This was primarily driven by approximately $6.7 million in lower mortgage personnel costs, due to the reduction in mortgage loan originations and operations. Also, there was lower core Windmark
personnel costs of $4.5 million due to the sale, partially offset by Windmark transaction and related incentive-based compensation expenses incurred in the first and second quarters of 2023.

Professional services - Professional services decreased $3.3 million for the year ended December 31, 2023, as compared to the same period in 2022, primarily
from a reduction of $2.7 million in legal fees incurred largely as a result of a vendor dispute, which was resolved and accounted for by the end of 2022.

Loss on sale of securities - The Company sold approximately $56.2 million of available for sale securities in the second quarter of 2023. This resulted in a
loss on sale of $3.4 million.

Other expenses – Other noninterest expenses declined $1.4 million in the current year primarily from reduced expenses from mortgage operations, as mortgage
originations declined, and Windmark expenses, due to the sale. Additionally, the FDIC assessment increased approximately $636 thousand as the assessment rates charged by the FDIC were increased as well as growth in the assessment base for the
year ended December 31, 2023 as compared to the same period in 2022.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Noninterest expense for the year ended December 31, 2022 was $144.1 million compared to $148.0 million for the year ended December 31, 2021, a decrease of $3.9 million, or 2.7%.

Salaries and employee benefits - Salaries and employee benefits decreased $7.0 million, or 7.5%, from $93.4 million for the December 31, 2021 to $86.3 million
for the year ended December 31, 2022. This decrease in salaries and employee benefits expense was primarily driven by lower mortgage commissions of $10.3 million and reduced related supporting personnel expenses due to the contraction in mortgage
loan originations, partially offset by an increase of $1.0 million in variable insurance commission expense and additional expense for commercial lenders hired as part of a planned initiative.

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Occupancy expense, net - There was a rise of $1.4 million in occupancy expense primarily related to property repair and maintenance on banking house
properties for the year ended December 31, 2022, compared to the same period in 2021.

Professional services - Professional services increased $3.0 million for the year ended December 31, 2022, compared to the same period in 2021. The increase
was largely attributable to additional legal fees of $2.6 million as a result of vendor dispute legal proceedings and other legal matters.

Appraisal expenses – Appraisal expenses declined $1.5 million for the year ended December 31, 2022, compared to the same period in 2021 primarily as a result
of the overall decline in new mortgage loan originations.

Financial Condition

Our total assets increased $260.7 million, or 6.6%, to $4.20 billion at December 31, 2023 as compared to $3.94 billion at December 31, 2022. Our loans held for investment increased $266.1 million,
or 9.7%, to $3.01 billion at December 31, 2023, compared to $2.75 billion at December 31, 2022. Total deposits increased $219.7 million, or 6.5% to $3.63 billion at December 31, 2023, compared to $3.41 billion at December 31, 2022. The increase
in loans was primarily the continued result of organic growth of the Company from strong loan demand. The growth in deposits came both organically and from brokered deposits.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an
important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

Loans held for investments increased $266.1 million, or 9.7%, to $3.01 billion at December 31, 2023 as compared to $2.75 billion at December 31, 2022. This increase in our loans was primarily the
result of organic net loan growth based on strong loan demand. The organic loan growth remained relationship-focused and occurred primarily in commercial real estate loans, residential mortgage loans, and commercial loans, partially offset by
decreases in consumer auto loans and residential construction loans.

The following table shows the contractual maturities of our loans held for investment portfolio at December 31, 2023:

Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue after Fifteen YearsTotal
(Dollars in thousands)
Commercial real estate$110,563$597,520$288,569$84,404$1,081,056
Commercial - specialized130,836115,52074,14851,872372,376
Commercial - general77,012166,654149,795123,900517,361
Consumer:
1-4 family residential32,42592,82080,478329,008534,731
Auto loans3,074192,825109,372305,271
Other consumer8,48746,96118,72074,168
Construction108,66315,0721,3244,131129,190
Total loans$471,060$1,227,372$722,406$593,315$3,014,153

The following table shows the distribution between fixed and adjustable interest rate loans for maturities greater than one year as of December 31, 2023:

Fixed RateAdjustable Rate
(Dollars in thousands)
Commercial real estate$438,873$531,620
Commercial - specialized90,848150,692
Commercial - general160,529279,820
Consumer:
1-4 family residential307,699194,607
Auto loans302,197
Other consumer65,681
Construction11,1129,415
Total loans$1,376,939$1,166,154

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At December 31, 2023, there was $1.48 billion in adjustable rate loans, with $727.3 million of these loans that mature or reprice in the next twelve months. Of these loans that mature or reprice in
the next twelve months, $484.7 million will reprice immediately upon changes in the underlying index rate, with the remaining $242.6 million being subject to rate ceilings, floors above the current index, or a future repricing date. The Wall Street Journal prime rate is the predominate index used by the Bank.

The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral concentration as
72.7% of our loans were secured by real property as of December 31, 2023, compared to 69.8% as of December 31, 2022. We believe that these loans are not concentrated in any one single property type and that they are geographically dispersed
throughout the areas we serve. Although the Bank has diversified portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it operates, which consist
primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education. Commercial real estate loans represent 40.1% of loans held for investment as of December 31, 2023 and
represented 38.7% of loans held for investment as of December 31, 2022. Further, these loans are geographically diversified, primarily throughout the state of Texas as well as Eastern New Mexico.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We use
underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending
to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction
loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes similar to our
commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the
successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real
estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans increased $161.7 million, or 17.6%, to $1.08 billion as of December 31, 2023 from $919.4 million as of December 31, 2022. The increase was primarily driven by an
increase of $52.0 million in commercial and residential land development loans, an increase of $57.7 million in multi-family property loans, and an increase of $66.8 million in office, commercial and retail tenant loans.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably.
Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed,
and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial
loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the
repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories:
specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader
diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries. Performance of these loans is subject to operating
and cash flow results of the borrower, with risk in the volatility of operating results for particular industries.

Commercial general loans increased $32.6 million, or 6.7%, to $517.4 million as of December 31, 2023 from $484.8 million as of December 31, 2022. The increase in commercial general loans was
primarily due to organic loan growth in other industry loans of $49.7 million, partially offset by a decrease of $18.6 million in construction company loans.

Commercial specialized loans increased $44.9 million, or 13.7%, to $372.4 million as of December 31, 2023 from $327.5 million as of December 31, 2022. This increase was primarily due to growth of
$38.3 million in seasonal agricultural production loans and farmland loans and an increase of $25.5 million in direct energy loans, partially offset by a reduction of $19.3 million in finance, investment, and insurance loans.

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Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy
addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize
our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans. All consumer loans are generally dependent on the risk
characteristics of the borrower’s ability to repay the loan, a consideration of the debt to income ratio, employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral.

Consumer and other loans increased $51.3 million, or 5.9%, to $914.2 million as of December 31, 2023, from $862.9 million as of December 31, 2022. The increase in these loans was primarily a result
of a $74.6 million increase in residential mortgage loans, partially offset by a reduction of $16.2 million in consumer auto loans. As of December 31, 2023, our consumer loan portfolio was comprised of $534.7 million in 1-4 family residential
loans, $305.3 million in auto loans, and $74.2 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based
on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the
projects.

Construction loans decreased $24.3 million, or 15.8%, to $129.2 million as of December 31, 2023 from $153.5 million as of December 31, 2022. The decrease resulted from reduced demand for residential
construction as interest rate levels remained elevated and projects were completed and sold.

Non-owner occupied office real estate loans are included in commercial real estate loans and totaled $131.9 million at December 31, 2023. Owner occupied office real estate loans are included in
commercial loans and totaled $56.9 million at December 31, 2023.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to
extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in
the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments. Commitments to
extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we have in
particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the
same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and
private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for
which collateral is deemed necessary.

The following table summarizes commitments we have made as of the dates presented.

December 31,
20232022
(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit$598,800$682,296
Standby letters of credit11,50313,864
Total$610,303$696,160

Allowance for Credit Losses

As discussed in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to consolidated financial statements, our policies and procedures related to accounting for credit
losses changed effective January 1, 2023, as we adopted the accounting standard update as codified in Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) Financial Instruments - Credit Losses. The amount of allowance represents
management’s best estimate of current expected credit losses (“CECL”) on these financial instruments over the contractual term of the instrument. Upon adoption, we recognized a cumulative effect adjustment to the ACL for loans and off-balance
sheet credit exposures of $1.3 million. The CECL model requires recording life-of-loan projected losses in the loan portfolio based on future economic events and related loan portfolio credit performance. The prior accounting standard recorded
reserves based on incurred losses at the balance sheet date.

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The ACL for loans is established for future expected credit losses through a provision for credit losses charged to earnings. Management evaluates the appropriate level of the ACL on a quarterly
basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and documentation
standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the ACL is assessed by regulatory examinations and the Company’s
internal and external loan reviews. The ACL consists of two elements: (1) specific valuation allowances established for expected losses on specifically analyzed loans and (2) collective valuation allowances calculated using comparable and
quantifiable information from both internal and external sources about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Expected
credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments.

To determine the adequacy of the ACL on loans, the Company applied a dual credit risk rating (“DCRR”) methodology that estimates each loan’s
probability of default and loss given default to calculate the expected credit loss to non-analyzed loans. The DCRR process quantifies the expected credit loss at the loan level for the entire loan portfolio. Loan grades are assigned by a
customized scorecard that risk rates each loan based on multiple probability of default and loss given default elements to measure the risk of the loan portfolio. The ACL estimate incorporates the Company’s DCRR loan level risk rating
methodology and the expected default rate frequency term structure to derive loan level life of loan estimates of credit losses for every loan in the portfolio. The estimated credit loss for each loan is adjusted based on one-year through the
cycle estimate of expected credit loss to a life of loan measurement that reflects current conditions and forecasts. The life of loan expected loss is determined using the contractual weighted average life of the loan adjusted for prepayments.
Prepayment speeds are determined by grouping the loans into pools based on segments and risk rating. After the life of loan expected losses are determined, they are adjusted to reflect the Company’s reasonable and supportable economic forecast
over a selected range of a one to two years. The Company has developed regression models to project net charge-off rates based on macroeconomic variables (“MEVs”), typically a one-year period is used. MEV’s considered in the analysis
consist of data gathered from the St. Louis Federal Reserve Research Database (“FRED”), such as, federal funds rate, 10-year treasury rates, 30-year mortgage rates, crude oil prices, consumer price index, housing price index, unemployment rates,
housing starts, gross domestic product, and disposable personal income. These regression models are applied to the Company’s economic forecast to determine the corresponding net charge-off rates. The projected net
charge-off rates for the given economic scenario are used to adjust the through the cycle expected losses. Qualitative adjustments are also made to ACL results for additional risk factors that are relevant in assessing the expected credit
losses within our loan segments. These qualitative factor (“Q-Factor”) adjustments may increase or decrease management’s estimate of the ACL by a calculated percentage based upon the estimated level of perceived risk within a particular
segment. Q-Factor risk decisions consider concentrations of the loan portfolio, expected changes to the economic forecasts, large relationships, and other factors related to credit administration, such as borrower’s risk rating and the
potential effect of delayed credit score migrations. Management quantifiably identifies segment percentage Q-Factor adjustments using a scorecard risk rating system scaled to historical loss experience within a segment and management’s
perceived risk for that particular segment. In addition to the loan level evaluations, nonaccrual loans with a balance of $250 thousand or more are individually analyzed based on facts and circumstances of the loan to determine if a specific
allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk
factor amounts established for its loan category.

The allowance for credit losses was $42.4 million at December 31, 2023 compared to $39.3 million at December 31, 2022, an increase of $3.1 million, or 7.8%. The increase was primarily a result of a
provision for credit losses of $5.0 million being recorded during 2023 based on growth in the loan portfolio and net charge-offs of $2.0 million during 2023.

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The following table provides an analysis of the ACL for loans and other data during the periods indicated.

As of or for the Year Ended December 31,
202320222021
(Dollars in thousands)
Average loans outstanding during period(1)
Commercial real estate$988,121$817,365$705,516
Commercial – specialized350,940351,598336,754
Commercial – general517,242476,553490,945
Consumer:
1-4 family residential512,149409,023374,609
Auto loans317,465285,493227,301
Other consumer78,84285,88168,106
Construction140,460150,072124,840
Loans held for sale19,25436,17692,130
Total average loans outstanding during period$2,924,473$2,612,161$2,420,201
Net charge-offs (recoveries) during the period
Commercial real estate$$(418)$(109)
Commercial – specialized(164)(807)11
Commercial – general292(122)459
Consumer:
1-4 family residential(5)10044
Auto loans691364483
Other consumer861913653
Construction319161(4)
Total net charge-offs (recoveries) during the period$1,994$191$1,537
Total loans held for investment outstanding$3,014,153$2,748,081$2,437,577
Nonaccrual loans$3,242$5,802$9,518
Allowance for credit losses$42,356$39,288$42,098
Ratio of allowance to total loans held for investment1.41%1.43%1.73%
Ratio of allowance to nonaccrual loans1,306.48%677.15%442.30%
Ratio of nonaccrual loans to total loans held for investment0.11%0.21%0.39%
Ratio of net charge-offs (recoveries) to average loans during the period
Commercial real estate(0.05)%(0.02)%
Commercial – specialized(0.05)%(0.23)%
Commercial – general0.06%(0.03)%0.09%
Consumer:
1-4 family residential0.02%0.01%
Auto loans0.22%0.13%0.21%
Other consumer1.09%1.06%0.96%
Construction0.23%0.11%
Total ratio of net charge-offs (recoveries) to average loans during the period0.07%0.01%0.06%
Column 1Column 2
(1)Average outstanding balances include loans held for sale.

Net charge-offs totaled $2.0 million and were 0.07% of average loans outstanding for the year ended December 31, 2023, compared to $0.2 million and 0.01% for the year ended December 31, 2022. Gross charge-offs
increased $320 thousand and recoveries decreased $1.5 million for the year ended December 31, 2023 compared to the same period in 2022. The increase in charge-offs was primarily attributable to an increase of $380 thousand in consumer auto loan
charge-offs in 2023, while the decrease in recoveries was mainly due to a $822 thousand recovery on an energy relationship and a $400 thousand recovery on a commercial real estate loan during 2022. The allowance for credit losses as a percentage
of loans held for investment was 1.41% at December 31, 2023 and 1.43% at December 31, 2022.

While the entire ACL for loans is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the ACL for loans for the periods presented and the
percentage of allowance in each classification to total allowance:

As of December, 31
202320222021
Amount% of TotalAmount% of TotalAmount% of Total
(Dollars in thousands)
Commercial real estate$15,80837.3%$13,02933.1%$17,24541.0%
Commercial – specialized4,0209.5%3,4258.7%4,36310.4%
Commercial – general6,39115.1%9,21523.5%8,46620.1%
Consumer:
1-4 family residential9,17721.7%6,19415.8%5,26812.5%
Auto loans3,6018.5%3,92610.0%3,6538.7%
Other consumer9682.3%1,3763.5%1,3573.2%
Construction2,3915.6%2,1235.4%1,7464.1%
Total allowance for credit losses$42,356100.0%$39,288100.0%$42,098100.0%

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Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which
the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is
a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans
is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of
principal and interest is probable.

Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective ACL evaluation.
Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we analyze loans for specific allowance based upon
either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A
loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods,
the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions with the borrower lead us to believe the last
appraised value no longer reflects the actual market for the collateral. The specific allowance amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not
collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less costs to
sell when acquired, establishing a new cost basis. OREO and repossessed assets are reported as foreclosed assets.

Nonperforming loans include nonaccrual loans and loans past due 90 days or more. Nonperforming assets consist of nonperforming loans plus foreclosed assets.

At December 31, 2023, our total nonaccrual loans were $3.2 million, or 0.11% of total loans held for investment, as compared to $5.8 million, or 0.21% of total loans held for investment, at December
31, 2022. These loans within this amount that exceeded $250 thousand were specifically analyzed and specific valuation allowances were established as necessary and included in the ACL for loans as of December 31, 2023 to cover any probable loss.
The decrease in the year ended December 31, 2023 was primarily due to one $2.6 million loan that was removed from nonaccrual status during the second quarter of 2023. This was a result of principal paydowns and continued sustained payment
performance.

Nonperforming loans were $5.2 million at December 31, 2023 and $7.8 million at December 31, 2022. This decrease of $2.6 million is due to the improvement in one nonaccrual loan noted above.

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other than insignificant payment delay, or interest rate
reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL for loans. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience
financial difficulty, another concession, such as principal forgiveness, may be granted. In some cases, the Company provides multiple types of concessions on one loan. The Company closely monitors the performance of loans that are modified to
borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Upon the Company’s determination that a modified loan has subsequently been deemed to not be fully collectible, the uncollectible amount is
written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL for loans is adjusted by the same amount.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the
restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial
condition of the Company. The securities portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or
lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate
characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand is weak or
when deposits grow more rapidly than loans.

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The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. Securities consist primarily of state and municipal securities, mortgage-backed
securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are
recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value.

Total securities at December 31, 2023 were $622.8 million, representing a decrease of $78.9 million, or 11.3%, compared to $701.7 million at December 31, 2022. The decrease was
primarily due to a $20.7 million decline in the unrealized loss on available for sale securities and the sale of $56.2 million securities during 2023.

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. During the year ended December 31, 2023, the fair value adjustment to the Company’s available
for sale securities increased $20.7 million after declining by $114.4 million during 2022 as a result of the significant increase in market interest rates. At December 31, 2023, the Company evaluated whether the decline in fair value has resulted
from credit losses or other factors. Within this evaluation, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by rating agency, and adverse conditions specifically related
to the security, among other factors. Based on management’s evaluation no unrealized losses on securities were determined to be due to credit loss. Additionally, we anticipate full recovery of amortized cost with respect to these securities by
maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost basis, which may
be at maturity, thus no ACL or losses have been recognized or realized in the consolidated financial statements for securities in the portfolio.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities may
differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

As of December 31, 2023
Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Ten YearsDue after Ten Years
Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
(Dollars in thousands)
Available-for-sale
State and municipal$7353.65%$6,1121.73%$4,8972.15%$191,0702.28%
Residential mortgage- backed securities3,0382.02%9202.91%347,2932.20%
Commercial mortgage-backed securities47,8982.22%
Collateralized mortgage obligations72,3916.01%
Asset-backed and other amortizing securities2,3593.07%16,1172.79%
Other securities12,0004.47%
Total available-for-sale$7353.65%$9,1501.83%$140,4654.38%$554,4802.24%

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts and
certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community networks.

Total deposits at December 31, 2023 were $3.63 billion, representing an increase of $219.7 million, or 6.5%, compared to $3.41 billion at December 31, 2022. The increase in total deposits since
December 31, 2022 came both organically and from brokered deposits with growth of $68.3 million and $151.4 million, respectively. As of December 31, 2023, 26.9% of total deposits were comprised of noninterest-bearing demand accounts, 63.0% of
interest-bearing non-maturity accounts and 10.1% of time deposits. Interest-bearing non-maturity accounts included $206.9 million in brokered deposits, which represented 5.7% of total deposits at December 31, 2023.

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The following table shows the deposit mix as of the dates presented:

December 31, 2023December 31, 2022
Amount% of TotalAmount% of Total
(Dollars in thousands)
Noninterest-bearing deposits$974,20126.9%$1,150,48833.8%
NOW and other transaction accounts562,06615.5%350,91010.3%
Money market and other savings1,722,17047.5%1,618,83347.5%
Time deposits367,71610.1%286,1998.4%
Total deposits$3,626,153100.0%$3,406,430100.0%

The following table summarizes our average deposit balances and weighted average rates for the periods indicated:

202320222021
Average BalanceWeighted Average RateAverage BalanceWeighted Average RateAverage BalanceWeighted Average Rate
(Dollars in thousands)
Noninterest-bearing deposits$1,069,280%$1,189,730%$1,016,835%
Interest-bearing deposits:
NOW and interest-bearing demand accounts401,0752.93%352,7910.59%355,2740.03%
Savings accounts145,7580.87%151,1280.32%132,4260.09%
Money market accounts1,571,1522.70%1,385,9690.75%1,353,9780.29%
Time deposits321,2052.98%327,2891.22%329,5091.25%
Total interest-bearing deposits2,439,1902.66%2,217,1770.77%2,171,1870.38%
Total deposits$3,508,4701.85%$3,406,9070.50%$3,188,0220.26%

Time deposits issued in amounts of more than $250 thousand represent the type of deposit most likely to affect the Company’s future earnings because of interest rate sensitivity. The effective cost
of these funds is generally higher than other time deposits because the funds are usually obtained at premium rates of interest.

The scheduled maturities of time deposits of more than $250 thousand as of December 31, 2023 follows:

(Dollars in thousands)Three MonthsThree to Six MonthsSix to 12 MonthsAfter 12 MonthsTotal
$78,777$14,934$53,727$11,694$159,132

The estimated amount of uninsured deposits as of December 31, 2023 was $918 million. This represented approximately 16% of total deposits and excludes $325 million of collateralized public fund
deposits.

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and
commercial real estate loans as well as FHLB stock. At December 31, 2023 and 2022, we had total remaining borrowing capacity from the FHLB of $1.10 billion and $920.2 million, respectively. We had no FHLB borrowings during the years ended
December 31, 2023 or 2022.

The Company has used FHLB letters of credit to pledge to certain public deposits. There were no FHLB letters of credit outstanding at December 31, 2023 and 2022.

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Federal Reserve Bank of Dallas. The Bank has a line of credit with the FRB. The amount of the line is determined on a monthly basis by the Federal Reserve
Bank. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $595.4 million and $648.3 million at December 31, 2023 and 2022, respectively. There were no amounts
outstanding on the FRB line of credit at December 31, 2023 and 2022. We had no long-term FRB borrowings during the years ended December 31, 2023 or 2022.

In addition, we have access to the Federal Reserve’s Bank Term Funding Program (“BTFP”). As of December 31, 2023, the Company has not pledged any securities for the BTFP but has approximately $134 million of
available securities that can be used as collateral for additional borrowings through the program.

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of the
lines was $140.0 million and $160.0 million as of December 31, 2023 and 2022. The lines were not used, other than testing during the years ended December 31, 2023 and 2022.

Subordinated Debt

In December 2018, the Company issued $26.5 million in subordinated notes. Notes totaling $12.4 million (the “2028 Notes”) have a maturity date of December 2028 and a weighted average fixed rate of
5.74% for the first five years. The remaining $14.1 million of notes have a maturity date of December 2030 and a weighted average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all notes will float at the Wall Street Journal prime rate, with a floor of 4.0% and a ceiling of 7.5%. These notes pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five
years or less. Additionally, these notes qualify for Tier 2 capital treatment, subject to regulatory limitations.

On November 8, 2023, the Company notified holders of its 2028 Notes that it had elected to redeem all the outstanding 2028 Notes effective on December 15, 2023 (the “Redemption Date”). Each of the 2028 Notes were
redeemed pursuant to the terms of the Indenture, dated as of December 14, 2018, between the Company and Argent Trust Company, N.A., as trustee for the 2028 Notes (the “Trustee”), at the redemption price totaling approximately $12.4 million in
aggregate principal amount, plus accrued and unpaid interest. As provided in the redemption notice, on the Redemption Date, the Trustee paid the relevant Redemption Price to the holders of 2028 Notes appearing on the books and records of the
Trustee on the Redemption Date. The 2028 Notes ceased to represent the right to payment of principal and interest upon the payment to the holders of 2028 Notes by the Trustee representing the Redemption Price. The Company received all necessary
regulatory approvals for the redemption of the 2028 Notes.

On September 29, 2020, the Company issued $50.0 million in subordinated notes. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The notes have a maturity
date of September 2030 with a fixed rate of 4.50% for the first five years. After the expiration of the fixed rate period, the notes will reset quarterly at a variable rate equal to the then current three-month Secured Overnight
Financing Rate, as published by the Federal Reserve Bank of New York, plus 438 basis points. These notes pay interest semi-annually, are unsecured, and may be called by the Company at any time after the remaining
maturity is five years or less. Additionally, these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of December 31, 2023, the total amount of subordinated debt outstanding was $64.1 million, less approximately $325 thousand of remaining debt issuance costs for a total balance of $63.8 million.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three wholly-owned
statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures issued by the
Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4 million at December
31, 2023 and 2022. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The Company is current
in its interest payments on the debentures.

The chart below indicates certain information, as of December 31, 2023, about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the junior
subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures, the
interest rates on the junior subordinated deferrable interest debentures and the investment banker.

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Name of TrustIssue DateAmount of Trust Preferred SecuritiesAmount of DebenturesStated Maturity Date of Trust Preferred Securities and Debentures(1)Interest Rate of Trust Preferred Securities and Debentures(2)(3)
(Dollars in thousands)
South Plains Financial Capital Trust III2004$10,000$10,31020343-mo. CME Term SOFR + 291 bps; 8.32%
South Plains Financial Capital Trust IV200520,00020,61920353-mo. CME Term SOFR + 165 bps; 7.04%
South Plains Financial Capital Trust V200715,00015,46420373-mo. CME Term SOFR + 176 bps; 7.15%
Total$45,000$46,393
Column 1Column 2
(1)May be redeemed at the Company’s option.
Column 1Column 2
(2)Interest payable quarterly with principal due at maturity.
Column 1Column 2
(3)Rate as of last reset date, prior to December 31, 2023.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs,
all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the
daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks,
federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the FRB discount window. We had
available borrowing capacity of up to approximately $1.83 billion through the FHLB, the FRB’s discount window, and access to the BTFP at December 31, 2023, which includes the unused line with the FHLB of $1.10 billion and the unused line with the
FRB of $595.4 million. We have not pledged any securities for the BTFP but have approximately $134 million of available securities that can be used as collateral. Additionally, we have uncollateralized lines with multiple banks totaling $140
million at December 31, 2023. These lines are not guaranteed and we are not placing reliance on them.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and
increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

Capital

Total stockholders’ equity increased to $407.1 million as of December 31, 2023, compared to $357.0 million as of December 31, 2022. The increase from December 31, 2022 was primarily the result of
$62.7 million in net earnings and a decrease in the accumulated other comprehensive loss of $13.4 million, partially offset by repurchases of common stock of $17.8 million, and by $8.7 million in dividends paid for the year ended December 31,
2023.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory
and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action”
(described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and
classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum
amounts and ratio of common equity tier 1 (“CET1”) capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for
“prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of
earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

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At December 31, 2023, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2023, we and the Bank were “well capitalized” under the
regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2023 that would materially adversely change such capital classifications. From time to time, we may need to raise
additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s
capital ratios as of the dates indicated.

ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2023:
Total capital (to risk-weighted assets)
Consolidated$589,56516.74%$369,75310.50%N/AN/A
Bank494,35314.04%369,63510.50%$352,03310.00%
Tier 1 capital (to risk-weighted assets)
Consolidated482,04413.69%299,3248.50%N/AN/A
Bank450,60712.80%299,2288.50%281,6278.00%
CET 1 capital (to risk-weighted assets)
Consolidated437,04412.41%246,5027.00%N/AN/A
Bank450,60712.80%246,4237.00%228,8226.50%
Tier 1 capital (to average assets)
Consolidated482,04411.33%171,0374.00%N/AN/A
Bank450,60710.60%170,9454.00%212,5945.00%
ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2022:
Total capital (to risk-weighted assets)
Consolidated$559,09416.58%$354,04510.50%N/AN/A
Bank454,42713.48%353,96710.50%$337,11210.00%
Tier 1 capital (to risk-weighted assets)
Consolidated443,26513.15%286,6088.50%N/AN/A
Bank414,55912.30%286,5458.50%269,6898.00%
CET 1 capital (to risk-weighted assets)
Consolidated398,26511.81%236,0307.00%N/AN/A
Bank414,55912.30%235,9787.00%219,1226.50%
Tier 1 capital (to average assets)
Consolidated443,26511.03%161,6624.00%N/AN/A
Bank414,55910.32%161,5744.00%200,7745.00%

Community Bank Leverage Ratio

On September 17, 2019, the federal banking agencies jointly finalized a rule to be effective January 1, 2020 and intended to simplify the regulatory capital requirements described above for
qualifying community banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of the EGRRCPA. The final rule became effective on January 1, 2020, and the CBLR framework became available
for banks to use beginning with their March 31, 2020 Call Reports. Under the final rule, if a qualifying community banking organization opts into the CBLR framework and meets all requirements under the framework, it will be considered to have met
the well-capitalized ratio requirements under the “prompt corrective action” regulations described above and will not be required to report or calculate risk-based capital. In order to qualify for the CBLR framework, a community banking
organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. Although the Company and the Bank are
qualifying community banking organizations, the Company and the Bank have elected not to opt in to the CBLR framework at this time and will continue to follow the Basel III capital requirements as described above.

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Treasury Stock

The Company repurchased stock in accordance with its stock repurchase programs during 2023 and 2022. In 2023, we repurchased 685,638 shares of common stock for a total of $17.8 million. In 2022, we
repurchased 859,802 shares of common stock for a total of $22.7 million See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities”, of this Report for further information.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds management,
and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s net
interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest
income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (“ALCO Committee”) reviews this information to determine compliance with the limits set by the Bank’s board of directors.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and
interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net
interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or
commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the ALCO Committee, in accordance with policies approved by the Bank’s board of directors. The ALCO Committee formulates strategies based on
appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates,
regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and
liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.
Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on
other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of the
assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under
various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous
parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal
rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a
200 basis point shift, and 22.5% for a 300 basis point shift.

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The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

As of December 31,
20232022
Change in Interest Rates (Basis Points)Percent Change in Net Interest IncomePercent Change in Net Interest Income
+300(10.02)(1.50)
+200(6.59)(0.96)
+100(3.21)(0.61)
-1003.35(1.50)
-2006.86(2.81)

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial
position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

The Company’s asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes the
impact of inflation on financial results depends upon the Company’s ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction,
or at the same magnitude, as the prices of other goods and services. However, other operating expenses do reflect general levels of inflation. Management seeks to manage the relationship between interest rate-sensitive assets and liabilities in
order to protect against wide net interest income fluctuations, including those resulting from inflation.

Various information shown elsewhere in this Report will assist in the understanding of how well the Company is positioned to react to changing interest rates and inflationary trends. In particular, additional
information related to the Company’s interest rate-sensitive assets and liabilities is contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report under the heading “Interest
Rate Sensitivity and Market Risk.”

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures
discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of
excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S. in our consolidated statements
of comprehensive income(loss), balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial
measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in
accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how other
banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment
bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important
to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value
while not increasing our tangible book value.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts
and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated
amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets. We believe that this measure is important to many investors in the marketplace
who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total
stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per common
share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

As of December 31,
202320222021
(Dollars in thousands)
Total stockholders’ equity$407,114$357,014$407,427
Less: Goodwill and other intangibles(21,744)(23,857)(25,403)
Tangible common equity$$ 385,370$333,157$382,024
Total assets$4,204,793$3,944,063$3,901,855
Less: Goodwill and other intangibles(21,744)(23,857)(25,403)
Tangible assets$4,183,049$3,920,206$3,876,452
Shares outstanding16,417,09917,027,19717,760,243
Total stockholders’ equity to total assets9.68%9.05%10.44%
Tangible common equity to tangible assets9.21%8.50%9.85%
Book value per share$24.80$20.97$22.94
Tangible book value per share$23.47$19.57$21.51

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare consolidated financial statements in conformity with GAAP,
management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates,
assumptions and judgments are based on information available as of the date of the consolidated financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the
consolidated financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our consolidated financial
statements.

The Jumpstart Our Business Startups Act (the “JOBS Act”) permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected
to take advantage of this extended transition period, which means that the consolidated financial statements included in this Report, as well as any financial statements that we file in the future, will not be subject to all new or revised
accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional
information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of December 31, 2023.

Securities. Investment securities may be classified into trading, held-to-maturity, or available-for-sale portfolios. Securities that are held principally
for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified as trading or
held-to-maturity are available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings, but included in the determination of other comprehensive income (loss). Management uses these assets as part of its
asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at the time
of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. The cost of securities sold is based on the specific identification method.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding
principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees,
net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

Loans are placed on non-accrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past
due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are
returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses. The ACL for loans is established for future expected credit losses through a provision for credit losses charged to earnings.
Expected losses are calculated using comparable and quantifiable information both internal and external about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the
collectability of the reported amount. Expected credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments when appropriate. Loan losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s ACL for loans consists of specific valuation allowances established for probable losses on specifically analyzed loans
and collective valuation allowances calculated using comparable and quantifiable information both internal and external about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect
the collectability of the reported amount.

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The ACL for loans is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and volume of
the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are
susceptible to significant revision as more information becomes available. The determination of the adequacy of the ACL for loans is based on estimates that are particularly susceptible to significant changes in the economic environment and
market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are generally secured by specific items of collateral including real
property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory
agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the
time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective ACL for loans
evaluation. Certain of these loans are considered to be collateral dependent with the borrower experiencing financial difficulty. For these loans, the fair value of collateral practical expedient is elected whereby the allowance is calculated as
the amount by which the amortized cost exceeds the fair value of collateral, less costs to sell. All non-accrual loans $250 thousand or greater are analyzed for a specific ACL.

Prior to the adoption of the CECL model, the ACL for loans was established through a provision for loan losses charged to expense, which represented management’s best estimate of inherent losses
that had been incurred within the existing portfolio of loans. In addition, a loan was considered impaired when, based on current information and events, it was probable that the Company would be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250 thousand were specifically reviewed to determine if they were impaired. Loans that were determined
to be impaired were then evaluated to determine estimated impairment, if any. Impairment was measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s
obtainable market price, or the fair value of the collateral if the loan was collateral dependent. Loans that were not individually determined to be impaired or were not subject to the specific review of impaired status were subject to the
general valuation allowance portion of the ACL.

The Company estimates expected credit losses on off-balance sheet credit exposures over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend
credit, unless that obligation is unconditionally cancellable by the Company. The ACL for off-balance sheet credit exposures is adjusted through provision for credit losses. The estimate includes consideration of the likelihood that funding will
occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Utilization rates are determined based on a two-year rolling average of historical usage. Expected loss rates for all pass rated loans
are used to determine the ACL for off-balance sheet credit exposures.

For AFS securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery
of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized costs basis is written down to fair value through income. For AFS securities that do not meet the aforementioned
criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the
rating of the security by rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the
security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the
amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss). Changes in the ACL are recorded as provision for credit losses. Losses
are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest is excluded from the estimate of
credit losses on securities.

Prior to the adoption of ASU 2016-13, declines in the fair value of available-for-sale securities below their cost that were deemed to be other than temporary were reflected in earnings as realized
losses. In estimating other-than-temporary impairment losses prior to January 1, 2023, management considered, among other things, (i) the length of time and the extent to which the fair value had been less than cost, (ii) the financial condition
and near-term prospects of the issuer and (iii) the intent and our ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

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Loans Held for Sale. Loans held for sale are comprised of residential mortgage loans. Loans that are originated for best efforts delivery are carried at the
lower of aggregate cost or fair value as determined by aggregate outstanding commitments from investors or current investor yield requirements. All other loans held for sale are carried at fair value. Loans sold are typically subject to certain
indemnification provisions with the investor; management does not believe these provisions will have any significant consequences.

Mortgage Servicing Rights Asset. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
consolidated statement of comprehensive income (loss) effect recorded in net gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model
that calculates present value of estimated future servicing income.

Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports change in fair value of servicing assets in earnings in the period in
which the changes occur, and are included with other noninterest income in the consolidated financial statements. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual
prepayment speeds and default rates and losses.

Goodwill and Other Intangible Assets. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the
consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances
exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Report regarding the impact of new accounting pronouncements
which we have adopted.

FY 2022 10-K MD&A

SEC filing source: 0001140361-23-011435.

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 discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
accompanying notes included elsewhere in this Report. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may
prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause actual results to differ
materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking statements.

Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank is one of the largest independent banks in West Texas and has additional banking operations
in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. Through City Bank, we provide a wide range of commercial and consumer financial services to small and medium-sized
businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services.

Selected Financial Data

The following table sets forth certain of our selected financial data for, and as of the end of, each of the periods indicated. This information should be read in conjunction with “Item 8. Financial
Statements and Supplementary Data” included elsewhere in this Report (dollars in thousands, except per share data).

As of or for the Year Ended December 31,
202220212020
Selected Income Statement Data:
Net interest income$138,476$121,764$122,285
Provision for loan losses(2,619)(1,918)25,570
Noninterest income76,14597,469101,603
Noninterest expense144,089148,030141,715
Income tax expense14,91114,50711,250
Net income58,24058,61445,353
Share and Per Share Data:
Earnings per share (basic)$3.35$3.26$2.51
Earnings per share (diluted)3.233.172.47
Dividends per share0.460.300.14
Tangible book value per share(1)19.5721.5118.97
Selected Period End Balance Sheet Data:
Cash and cash equivalents$234,883$486,821$300,307
Investment securities701,711724,504803,087
Gross loans held for investment2,748,0812,437,5772,221,583
Allowance for loan losses39,28842,09845,553
Total assets3,944,0633,901,8553,599,160
Total deposits3,406,4303,341,2222,974,351
Borrowings122,354122,168223,532
Total stockholders’ equity357,014407,427370,048
Performance Ratios:
Return on average assets1.47%1.56%1.31%
Return on average stockholders’ equity15.79%15.08%13.40%
Net interest margin(2)3.73%3.51%3.84%
Efficiency ratio(3)66.76%67.14%62.99%
Credit Quality Ratios:
Nonperforming assets to total assets(4)0.20%0.30%0.45%
Nonperforming loans to total loans held for investment(5)0.28%0.43%0.67%
Allowance for loan losses to nonperforming loans(5)504.34%397.23%304.40%
Allowance for loan losses to total loans held for investment1.43%1.73%2.05%
Net loan charge-offs to average loans0.01%0.06%0.18%
Capital Ratios:
Total stockholders’ equity to total assets9.05%10.44%10.28%
Tangible common equity to tangible assets(1)8.50%9.85%9.60%
Common equity tier 1 capital ratio11.81%12.91%12.96%
Tier 1 leverage ratio11.03%10.77%10.24%
Tier 1 risk-based capital ratio13.15%14.49%14.78%
Total risk-based capital ratio16.58%18.40%19.08%
Column 1Column 2
(1)Represents a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
Column 1Column 2
(2)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.
Column 1Column 2
(3)The efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income.
Column 1Column 2
(4)Nonperforming assets consist of nonperforming loans plus OREO.
Column 1Column 2
(5)Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

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Results of Operations

Net income for the year ended December 31, 2022 was $58.2 million, or $3.23 per diluted share, compared to $58.6 million, or $3.17 per diluted share, for the year ended December 31, 2021. The
decrease in net income was primarily the result of a decrease of $21.3 million in noninterest income, offset by an increase of $16.7 million in net interest income and a decrease of $3.9 million in noninterest expense.

Return on average assets was 1.47% and return on average equity was 15.79% for the year ended December 31, 2022, compared to 1.56% and 15.08%, respectively, for the year ended December 31, 2021. The
decrease in return on average assets was primarily due to the decrease in net income of 0.6%, relative to a larger increase of 5.2% in total average assets.

Net income for the year ended December 31, 2021 was $58.6 million, or $3.17 per diluted share, compared to $45.4 million, or $2.47 per diluted share, for the year ended December 31, 2020. The
increase in net income was primarily the result of a decrease of $27.5 million in provision for loan losses, offset by a decrease of $4.1 million in noninterest income, an increase of $6.3 million in noninterest expense and an increase of $3.3
million in income tax expense.

Return on average assets was 1.56% and return on average equity was 15.08% for the year ended December 31, 2021, compared to 1.31% and 13.40%, respectively, for the year ended December 31, 2020. The
increase in return on average assets was primarily due to the increase in net income of 29.2%, relative to a smaller increase of 8.8% in total average assets.

The Paycheck Protection Program (“PPP”) was created by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and implemented by the U.S. Small Business Administration (the “SBA”) in March 2020.
Funding for the PPP expired May 31, 2021. The PPP allowed entities to apply for a 1.00% interest rate loan with payments generally deferred until the date the lender receives the applicable forgiveness amount from the SBA. The Bank originated
approximately 3,200 PPP loans for a total of $309.2 million. As of December 31, 2022, there was approximately $482 thousand still outstanding. The Company recorded PPP-related SBA interest and fee income of $2.1 million, $8.3 million, and $5.1
million during the years of 2022, 2021, and 2020, respectively.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and investment
securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from interest-bearing
liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs
of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net
interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

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Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets,
interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant
average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. For
purposes of this table, interest income, net interest margin and net interest spread are shown on a fully tax-equivalent basis.

Year Ended December 31,
202220212020
Average BalanceInterestYield/RateAverage BalanceInterestYield/RateAverage BalanceInterestYield/Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP (1)$2,597,274$135,9275.23%$2,302,413$112,2554.88%$2,181,118$116,7535.35%
Loans - PPP14,8872,03013.64%117,7888,2907.04%144,5145,1303.55%
Investment securities – taxable594,40515,0102.53%532,2729,2921.75%547,10711,8522.17%
Investment securities – non-taxable216,2165,7332.65%219,3855,8722.68%158,4824,4892.83%
Other interest-earning assets (2)318,8623,6751.15%336,0815650.17%184,2621,1000.60%
Total interest-earning assets3,741,644162,3754.34%3,507,939136,2743.88%3,215,483139,3244.33%
Noninterest-earning assets222,544261,140249,536
Total assets$3,964,188$3,769,079$3,465,019
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits1,889,88813,0130.69%1,841,6784,1630.23%1,653,0886,3370.38%
Time deposits327,2893,9891.22%329,5094,1301.25%331,6235,5571.68%
Short-term borrowings40.00%8,04550.06%19,4041040.54%
Notes payable & other longer-term borrowings0.00%19,641380.19%107,0455580.52%
Subordinated debt75,8744,0505.34%75,6994,0565.36%38,7472,2235.74%
Junior subordinated deferrable interest debentures46,3931,6403.54%46,3938801.90%46,3931,1672.52%
Total interest-bearing liabilities2,339,44822,6920.97%2,320,96513,2720.57%2,196,30015,9460.73%
Noninterest-bearing liabilities:
Noninterest-bearing deposits1,189,7301,016,835888,653
Other liabilities66,18242,65441,573
Total noninterest-bearing liabilities1,255,9121,059,489930,226
Stockholders’ equity368,828388,625338,493
Total liabilities and stockholders’ equity$3,964,188$3,769,079$3,465,019
Net interest income$139,683$123,002$123,378
Net interest spread3.37%3.31%3.61%
Net interest margin(3)3.73%3.51%3.84%
Column 1Column 2
(1)Average loan balances include nonaccrual loans and loans held for sale.
Column 1Column 2
(2)Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.
Column 1Column 2
(3)Net interest margin is calculated as the annualized net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in
average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in
volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to volume.

Year Ended December 31, 2022 over 2021Year Ended December 31, 2021 over 2020
Change due to:Change due to:
VolumeRateTotal VarianceVolumeRateTotal Variance
(Dollars in thousands)
Interest-earning assets:
Loans, excluding PPP$14,376$9,296$23,672$6,493$(10,991)$(4,498)
Loans - PPP(7,242)982(6,260)(949)4,1093,160
Investment securities – taxable1,0854,6335,718(321)(2,239)(2,560)
Investment securities – non-taxable(85)(54)(139)1,725(342)1,383
Other interest-earning assets(29)3,1393,110906(1,441)(535)
Total increase (decrease) in interest income8,10517,99626,1017,854(10,904)(3,050)
Interest-bearing liabilities:
NOW, Savings, MMDAs1098,7418,850723(2,897)(2,174)
Time deposits(28)(113)(141)(35)(1,392)(1,427)
Short-term borrowings(5)(5)(61)(38)(99)
Notes payable & other borrowings(38)(38)(456)(64)(520)
Subordinated debt9(15)(6)2,120(287)1,833
Junior subordinated deferrable interest debentures760760(287)(287)
Total increase (decrease) interest expense:479,3739,4202,291(4,965)(2,674)
Increase (decrease) in net interest income$8,058$8,623$16,681$5,563$(5,939)$(376)

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Net interest income for the year ended December 31, 2022 was $138.5 million compared to $121.8 million for the year ended December 31, 2021, an increase of $16.7 million, or 13.7%. The increase in
net interest income in 2022 was comprised of a $26.1 million, or 19.4%, increase in interest income, partially offset by a $9.4 million, or 71.0%, increase in interest expense. The increase in interest income was primarily attributable to
increases of $17.4 million in loan interest income and $8.7 million in interest income from securities and other interest-earning assets. The increase in loan interest income was primarily due to growth of $192.0 million in average loans
outstanding and the rising interest rate environment, partially offset by decreases of $102.9 million in average PPP loans and $6.3 million in the PPP-related interest and fees. The increase in interest income on securities and other
interest-earning assets was primarily due to securities purchases and rising market interest rates. During the years ended December 31, 2022 and 2021, the Company recognized $2.0 million and $8.3 million, respectively, in PPP-related interest and
fees.

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The $9.4 million increase in interest expense for the year ended December 31, 2022 was primarily related to a 40 basis points increase in the rate paid on interest-bearing liabilities and an
increase of $18.5 million in average interest-bearing liabilities over the same period in 2021. The rise in rates was largely attributed to the Federal Open Market Committee of the Board of Governors of the Federal Reserve System repeatedly
raising their target benchmark interest rate during, resulting in federal funds rate increases of 425 basis points between March and December of 2022.

For the year ended December 31, 2022, net interest margin and net interest spread were 3.73% and 3.37%, respectively, compared to 3.51% and 3.31% for the same period in 2021, respectively, which
reflects the changes in interest income and interest expense discussed above.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Net interest income for the year ended December 31, 2021 was $121.8 million compared to $122.3 million for the year ended December 31, 2020, a decrease of $0.5 million, or 0.4%. The
decrease in net interest income was comprised of a $3.2 million, or 2.3%, decrease in interest income and a $2.7 million, or 16.8%, decrease in interest expense. The
decrease in interest income was primarily attributable to a decrease in the yield on average interest-earning assets of 45 basis points offset by the growth of $292.5 million in these assets during the year ended December 31, 2021. During the
years ended December 31, 2021 and 2020, the Company recognized $8.3 and $5.1 million, respectively, in PPP-related interest and fees. When received, the PPP-related SBA fees are deferred and then accreted into interest income over the life of
the applicable PPP loans. At the time of PPP loan forgiveness by the SBA, any remaining deferred fees are recognized immediately. At December 31, 2021 and 2020, there was $1.9 million and $4.1 million, respectively, of deferred PPP-related SBA
fees that had not been accreted to income.

The $2.7 million decrease in interest expense for the year ended December 31, 2021 was primarily related to a 16 basis points decrease in the rate paid on interest-bearing liabilities, partially
offset by an increase of $124.7 million in average interest-bearing liabilities. The increase in average interest-bearing liabilities was mainly due to increased deposits from PPP loan funding, other government stimulus payments and programs
during the period as well as organic growth, partially offset by the repayment of $75.0 million in long-term advances during 2021.

For the year ended December 31, 2021, net interest margin and net interest spread were 3.51% and 3.31%, respectively, compared to 3.84% and 3.61% for the same period in 2020, respectively, which
reflects the changes in interest income and interest expense discussed above.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the consolidated statements of comprehensive income
(loss) as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of
our allowance for loan losses and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our earnings. The provision for loan losses and
level of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the
valuation of problem loans and the general economic conditions in our market areas. See “Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements
included elsewhere in this Report for more detailed discussion.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

The provision for loan losses for the year ended December 31, 2022 was a negative $2.6 million compared to a negative $1.9 million for the year ended December 31, 2021. The decrease in the provision
for loan losses for the year ended December 31, 2022 compared to the same period in 2021 was primarily due to improved credit metrics in the loan portfolio, specifically in the hotel segment, direct energy segment, and other Permian Basin-related
credits, and a decline in the amount of loans that were actively under a COVID-19 pandemic-related modification, partially offset by growth of $310.5 million in loans held for investment. Net charge-offs decreased $1.3 million during 2022 as
compared to 2021. The allowance for loan losses as a percentage of loans held for investment was 1.43% at December 31, 2022 and 1.73% at December 31, 2021. Further discussion of the allowance for loan losses is noted below.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

The provision for loan losses for the year ended December 31, 2021 was a negative $1.9 million compared to $25.6 million for the year ended December 31, 2020. The decrease in the provision for loan
losses for the year ended December 31, 2021 compared to the same period in 2020 was primarily a result of general improvement in the economy, a decline in the amount of loans actively under a modification, and a decrease in nonperforming loans.
Net charge-offs decreased $2.7 million during 2021 as compared to 2020. The allowance for loan losses as a percentage of loans held for investment was 1.73% at December 31, 2021 and 2.05% at December 31, 2020. Further discussion of the allowance
for loan losses is noted below.

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Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is associated
with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees, and income from insurance activities.

The following table sets forth the major components of our noninterest income for the periods indicated:

Year Ended December 31, 2022 over 2021Year Ended December 31, 2021 over 2020
20222021Increase (decrease)20212020Increase (decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$6,829$6,963$(134)$6,963$7,032$(69)
Income from insurance activities10,8268,3142,5128,3147,644670
Bank card services and interchange fees12,94612,23970712,23910,0352,204
Mortgage banking activities31,37059,726(28,356)59,72665,042(5,316)
Investment commissions1,8251,934(109)1,9341,698236
Fiduciary income2,3902,917(527)2,9173,185(268)
Gain on sale of securities2,318(2,318)
Other income and fees(1)9,9595,3764,5835,3764,649727
Total noninterest income$76,145$97,469$(21,324)$97,469$101,603$(4,134)
Column 1Column 2
(1)Other income and fees includes income and fees associated with the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, wire transfer and other miscellaneous services and income.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Noninterest income for the year ended December 31, 2022 was $76.1 million compared to $97.5 million for the year ended December 31, 2021, a decrease of $21.3 million, or 21.9%. Income from mortgage
banking activities decreased $28.4 million, or 47.5%, to $31.4 million for the year ended December 31, 2022 from $59.7 million for the year ended December 31, 2021. The decrease was primarily the result of a reduction of $781.6 million, or 52.1%,
in mortgage loan originations for the year ended December 31, 2022, compared to the year ended December 31, 2021, driven by rising mortgage interest rates during 2022 and the departure of several mortgage loan originators during the first quarter
of 2022 and a decline in gain on sale margins. This decrease was partially offset by increases of $3.2 million in the fair value adjustment and $1.0 million in servicing income for the Company’s mortgage servicing rights portfolio. The remaining
noninterest income increased $7.0 million in 2022, compared to 2021, primarily due to increased income from Small Business Investment Company (“SBIC”) investments of $2.3 million, $2.1 million in legal settlements, and growth in income from both
insurance activities of $2.5 million and bank card services and interchange fees of $707 thousand, partially offset by a decrease of $527 thousand in fiduciary income.

Management is continuing to monitor and assess the industry changes related to the consumer overdraft fees, and changes already made or any future changes could negatively impact overdraft fee income.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Noninterest income for the year ended December 31, 2021 was $97.5 million compared to $101.6 million for the year ended December 31, 2020, a decrease of $4.1 million, or 4.1%. Income from mortgage
banking activities decreased $5.3 million, or 8.2%, to $59.7 million for the December 31, 2021 from $65.0 million for the year ended December 31, 2020. The decrease was primarily the result of a reduction of $106.3 million in interest rate lock
commitments and a decline in gain on sale margins, partially offset by an increase of $58.1 million in mortgage loan originations for the year ended December 31, 2021 compared to the year ended December 31, 2020. Our mortgage originations
experienced another high level of volume in 2021 as the industry continued to benefit from historic low levels of interest rates through a majority of 2021. Refinance activity represented 54% of the 2021 originations as compared to 53% in 2020.
Additionally, bank card services and interchange fee income increased $2.2 million and income from insurance activities increased $670 thousand for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in
bank card services and interchange fee income was primarily tied to the growth in deposits, increased consumer spending, and the expansion of credit card services. The increase in income from insurance activities was primarily related to
increased premiums paid in 2021. Further, there was a $2.3 million gain on sale of securities in the first quarter of 2020.

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Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

Year Ended December 31, 2022 over 2021Year Ended December 31, 2021 over 2020
20222021Increase (decrease)20212020Increase (decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$86,323$93,360$(7,037)$93,360$89,220$4,140
Occupancy expense, net15,98714,5601,42714,56014,658(98)
Professional services9,7406,7522,9886,7526,322430
Marketing and development3,6143,2253893,2253,088137
IT and data services3,7804,007(227)4,0073,574433
Bankcard expenses5,3764,9953814,9954,253742
Appraisal expenses1,7473,248(1,501)3,2482,782466
Other expenses(1)17,52217,883(361)17,88317,81865
Total noninterest expense$144,089$148,030$(3,941)$148,030$141,715$6,315
Column 1Column 2
(1)Other expenses include items such as banking regulatory assessments, telephone expenses, postage, courier fees, directors’ fees, and insurance.

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Noninterest expense for the year ended December 31, 2022 was $144.1 million compared to $148.0 million for the year ended December 31, 2021, a decrease of $3.9 million, or 2.7%. Salaries and
employee benefits decreased $7.0 million, or 7.5%, from $93.4 million for the December 31, 2021 to $86.3 million for the year ended December 31, 2022. This decrease in salaries and employee benefits expense was primarily driven by lower mortgage
commissions of $10.3 million and reduced related supporting personnel expenses due to the contraction in mortgage loan originations, partially offset by an increase of $1.0 million in variable insurance commission expense and additional expense
for commercial lenders hired as part of a planned initiative. All other noninterest expenses increased $3.1 million for the year ended December 31, 2022, compared to the same period in 2021. The increase was largely attributable to additional
legal fees of $2.6 million as a result of vendor dispute legal proceedings and other legal matters and a rise of $1.4 million in occupancy expense related to property repair and maintenance on banking house properties, partially offset by a
reduction in appraisal expenses of $1.5 million and other variable mortgage-related expenses.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Noninterest expense for the year ended December 31, 2021 was $148.0 million compared to $141.7 million for the year ended December 31, 2020, an increase of $6.3 million, or 4.5%. Salaries and
employee benefits increased $4.1 million, or 4.6%, from $89.2 million for the December 31, 2020 to $93.4 million for the year ended December 31, 2021. This increase in salaries and employee benefits expense was predominately driven by increased
commissions paid on the higher volume of mortgage loan originations and other personnel expenses to support mortgage activities. Additionally, salary expense increased due to expenses for incentive-based compensation related to the growth in
loans held for investment in 2021 and for newly-hired commercial loan officers as part of our stated initiative. All other noninterest expenses increased $2.2 million for the year ended December 31, 2021, compared to the same period in 2020. This
increase was primarily related to additional expenses incurred in 2021 for bankcard expenses as a result of increased consumer spending, growth in deposits, and credit card program expenses. Additionally, there were increases in appraisal
expenses due to the high mortgage volume noted above and increased technology costs as part of the investment in planning our transition of computing and data storage to the cloud as well as further development of the new customer lead generation
initiative.

Financial Condition

Our total assets increased $42.2 million, or 1.1%, to $3.94 billion at December 31, 2022 as compared to $3.90 billion at December 31, 2021. Our loans held for investment increased $310.5 million, or
12.7%, to $2.75 billion at December 31, 2022, compared to $2.44 billion at December 31, 2021. Total deposits increased $65.2 million, or 2.0% to $3.41 billion at December 31, 2022, compared to $3.34 billion at December 31, 2021. The increase in
total assets, loans, and deposits was primarily the continued result of organic growth of the Company, which included hiring new commercial lenders as part of a stated growth initiative.

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Loan Portfolio

Our loans represent the largest portion of earning assets, greater than our securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an
important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

Loans held for investments increased $310.5 million, or 12.7%, to $2.75 billion at December 31, 2022 as compared to $2.44 billion at December 31, 2021. We had net organic growth in
non-PPP loans of $350.2 million during the year ended December 31, 2022, partially offset by a decrease due to SBA forgiveness and repayments of $39.7 million in PPP loans during 2022. The organic loan growth remained relationship-focused and occurred primarily in commercial real estate loans, residential mortgage loans, and consumer auto loans, partially offset by decreases in ag production, energy
and hotel loans.

The following table shows the contractual maturities of our loans held for investment portfolio at December 31, 2022:

Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue after Fifteen YearsTotal
(Dollars in thousands)
Commercial real estate$109,340$466,733$259,078$84,207$919,358
Commercial - specialized78,219137,59963,31848,377327,513
Commercial - general84,923153,698123,344122,818484,783
Consumer:
1-4 family residential34,98579,85372,189273,097460,124
Auto loans3,153164,175154,148321,476
Other consumer5,27548,47627,55781,308
Construction129,53112,5501,27710,161153,519
Total loans$445,426$1,063,084$700,911$538,660$2,748,081

The following table shows the distribution between fixed and adjustable interest rate loans for maturities greater than one year as of December 31, 2022:

Fixed RateAdjustable Rate
(Dollars in thousands)
Commercial real estate$377,747$432,271
Commercial - specialized71,235178,059
Commercial - general152,539247,321
Consumer:
1-4 family residential251,157173,982
Auto loans318,323
Other consumer75,610423
Construction3,48720,501
Total loans$1,250,098$1,052,557

At December 31, 2022, there was $1.32 billion in adjustable rate loans, with $645.2 million of these loans that mature or reprice in the next twelve months. Of these loans that mature or reprice in
the next twelve months, $416.4 million will reprice immediately upon changes in the underlying index rate, with the remaining $228.8 million being subject to rate ceilings, floors above the current index, or a future repricing date. The Wall Street Journal prime rate is the predominate index used by the Bank.

The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral concentration as
69.8% of our loans were secured by real property as of December 31, 2022, compared to 69.4% as of December 31, 2021. We believe that these loans are not concentrated in any one single property type and that they are geographically dispersed
throughout the areas we serve. Although the Bank has diversified portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it operates, which consist
primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education. Commercial real estate loans represent 38.7% of loans held for investment as of December 31, 2022 and
represented 36.7% of loans held for investment as of December 31, 2021. Further, these loans are geographically diversified, primarily throughout the State of Texas as well as Eastern New Mexico.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We use
underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending
to allow us to react to a borrower’s deteriorating financial condition, should that occur.

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Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors, construction
loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes similar to our
commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the
successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real
estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans increased $163.9 million, or 21.7%, to $919.4 million as of December 31, 2022 from $755.4 million as of December 31, 2021. The increase was primarily driven by an
increase of $90.6 million in commercial and residential land development loans, an increase of $71.0 million in retail loans, and an increase of $41.4 million in office, commercial and retail tenant loans, partially offset by a decrease of $37.2
million in hotel loans.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably.
Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed,
and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial
loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the
repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories:
specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that contain a broader
diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries.

Commercial general loans increased $24.8 million, or 5.4%, to $484.8 million as of December 31, 2022 from $460.0 million as of December 31, 2021. The increase in commercial general loans was
primarily due to organic loan growth in restaurant & retail loans, goods and services loans, and construction company loans, partially offset by a decrease of $39.7 million in PPP loans.

Commercial specialized loans decreased $51.2 million, or 13.5%, to $327.5 million as of December 31, 2022 from $378.7 million as of December 31, 2021. This decrease was primarily due to an early
payoff of an approximately $46 million on one energy sector loan and a net reduction of $36.5 million in seasonal agricultural production loans, partially offset by organic loan growth of $26.1 million in finance, investment, and insurance loans.

Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy
addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimize
our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans.

Consumer and other loans increased $166.4 million, or 23.9%, to $862.9 million as of December 31, 2022, from $696.5 million as of December 31, 2021. The increase in these loans was primarily a
result of an $80.8 million growth in consumer auto loans as a result of higher demand for autos during 2022, along with adding several high-quality auto dealerships, and a $72.4 million increase in residential mortgage loans. As of December 31,
2022, our consumer loan portfolio was comprised of $460.1 million in 1-4 family residential loans, $321.5 million in auto loans, and $81.3 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based
on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the
projects.

Construction loans increased $6.7 million, or 4.5%, to $153.5 million as of December 31, 2022 from $146.9 million as of December 31, 2021. The increase resulted from continued higher demand for
residential construction as a result of home shortages in many of our markets.

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Paycheck Protection Program. Beginning in April 2020 and until funding expired on May 31, 2021, we originated loans to qualified small businesses under the PPP administered by the SBA under the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care
benefit costs and qualifying mortgage, rent and utility payments. The remaining loan balance after forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the PPP loans include the following (i) maximum amount limited to the
lesser of $10 million or an amount calculated using a payroll-based formula, (ii) maximum loan term of five years, (iii) interest rate of 1.00%, (iv) no collateral or personal guarantees are required, (v) no payments are required for six months
following the loan disbursement date and (vi) loan forgiveness up to the full principal amount of the loan and any accrued interest, subject to certain requirements including that no more than 25% of the loan forgiveness amount may be
attributable to non-payroll costs. In return for processing and booking the loan, the SBA paid the lender a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans more than $350 thousand and less
than $2 million; and 1% for loans of at least $2 million). At December 31, 2022, PPP loans totaled approximately $482 thousand and are included in commercial general loans.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to
extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in
the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those instruments. Commitments to
extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of involvement we have in
particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the
same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and
private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments for
which collateral is deemed necessary.

The following table summarizes commitments we have made as of the dates presented.

December 31,
20222021
(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit$682,296$542,338
Standby letters of credit13,86412,418
Total$696,160$554,756

Allowance for Loan Losses

The allowance for loan losses provides a reserve against which loan losses are charged as those losses become evident. Management evaluates the appropriate level of the allowance for loan losses on
a quarterly basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting and
documentation standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the allowance for loan losses is assessed by
regulatory examinations and the Company’s internal and external loan reviews. The allowance for loan losses consists of two elements: (1) specific valuation allowances established for probable losses on specific loans and (2) historical valuation
allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the
Company.

To determine the adequacy of the allowance for loan losses, the loan portfolio is broken into categories based on loan type. Historical loss experience factors by category, adjusted for changes in
trends and conditions, are used to determine an indicated allowance for each portfolio category. These factors are evaluated and updated based on the composition of the specific loan portfolio. Other considerations include volumes and trends of
delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk, and the experience
and abilities of the Company’s lending personnel. In addition to the portfolio evaluations, impaired loans with a balance of $250 thousand or more are individually evaluated based on facts and circumstances of the loan to determine if a specific
allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly from the risk
factor amounts established for its loan category.

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The allowance for loan losses was $39.3 million at December 31, 2022 compared to $42.1 million at December 31, 2021, an decrease of $2.8 million, or 6.7%. The decrease was primarily a result of a
negative provision for loan losses of $2.6 million being recorded during 2022 based on general improvement in the Company’s credit metrics, a decline in the amount of loans that were actively under a modification, and a decrease in nonperforming
loans, partially offset by the growth in the loan portfolio. Nevertheless, forecasted economic conditions continue to remain uncertain due to the continued rising interest rate environment and persistent high inflation levels in the United
States, and provisions for loan losses may be necessary in future periods.

The following table provides an analysis of the allowance for loan losses and other data at the dates indicated.

As of December 31,
202220212020
(Dollars in thousands)
Average loans outstanding during period(1)
Commercial real estate$817,365$705,516$654,923
Commercial – specialized351,598336,754318,141
Commercial – general476,553490,945545,391
Consumer:
1-4 family residential409,023374,609362,415
Auto loans285,493227,301205,849
Other consumer85,88168,10670,478
Construction150,072124,84090,277
Loans held for sale36,17692,13078,158
Total average loans outstanding during period$2,612,161$2,420,201$2,325,632
Net charge-offs (recoveries) during the period
Commercial real estate$(418)$(109)$(295)
Commercial – specialized(807)111,041
Commercial – general(122)4591,601
Consumer:
1-4 family residential10044(75)
Auto loans364483973
Other consumer913653970
Construction161(4)(1)
Total net charge-offs (recoveries) during the period$191$1,537$4,214
Total loans held for investment outstanding$2,748,081$2,437,577$2,221,583
Nonaccrual loans$5,802$9,518$13,718
Allowance for loan losses$39,288$42,098$45,553
Ratio of allowance to total loans held for investment1.43%1.73%2.05%
Ratio of allowance to nonaccrual loans677.15%442.30%332.07%
Ratio of nonaccrual loans to total loans held for investment0.21%0.39%0.62%
Ratio of net charge-offs (recoveries) to average loans during the period
Commercial real estate(0.05)%(0.02)%(0.05)%
Commercial – specialized(0.23)%0.33%
Commercial – general(0.03)%0.09%0.29%
Consumer:
1-4 family residential0.02%0.01%(0.02)%
Auto loans0.13%0.21%0.47%
Other consumer1.06%0.96%1.38%
Construction0.11%
Total ratio of net charge-offs (recoveries) to average loans during the period0.01%0.06%0.18%
Column 1Column 2
(1)Average outstanding balances include loans held for sale.

Net charge-offs totaled $0.2 million and were 0.01% of average loans outstanding for the year ended December 31, 2022, compared to $1.5 million and 0.06% for the year ended December 31, 2021. There was $621
thousand in consumer credit program net charge-offs, $364 thousand in auto loan net charge-offs, and a charge-off of $215 thousand on a restaurant & retail relationship during 2022, partially offset by a $822 thousand recovery on an energy
relationship and a $400 thousand recovery on a commercial real estate loan during 2022. The allowance for loan losses as a percentage of loans held for investment was 1.43% at December 31, 2022 and 1.73% at December 31, 2021.

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While the entire allowance is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the allowance for loan losses for the years presented
and the percentage of allowance in each classification to total allowance:

As of December, 31
202220212020
Amount% of TotalAmount% of TotalAmount% of Total
(Dollars in thousands)
Commercial real estate$13,02933.1%$17,24541.0%$18,96241.6%
Commercial – specialized3,4258.7%4,36310.4%5,76012.6%
Commercial – general9,21523.5%8,46620.1%9,22720.3%
Consumer:
1-4 family residential6,19415.8%5,26812.5%4,64610.2%
Auto loans3,92610.0%3,6538.7%4,2269.3%
Other consumer1,3763.5%1,3573.2%1,6713.7%
Construction2,1235.4%1,7464.1%1,0612.3%
Total allowance for loan losses$39,288100.0%$42,098100.0%$45,553100.0%

Asset Quality

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which
the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is
a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans
is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of
principal and interest is probable.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on
nonaccrual status and performing restructured loans. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances,
we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to
sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on
an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring process, or if discussions
with the borrower lead us to believe the last appraised value no longer reflects the actual market for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the
impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less costs to
sell when acquired, establishing a new cost basis.

Nonperforming loans include nonaccrual loans and loans past due 90 days or more. Nonperforming assets consist of nonperforming loans plus OREO.

At December 31, 2022, our total nonaccrual loans were $5.8 million, or 0.21% of total loans held for investment, as compared to $9.5 million, or 0.39% of total loans held for investment, at December
31, 2021. These loans were reviewed for impairment and specific valuation allowances were established as necessary and included in the allowance for loan losses as of December 31, 2022 to cover any probable loss. The decrease in the year ended
December 31, 2022 was primarily due to eleven loans totaling $4.3 million that were removed from nonaccrual status during the second and third quarters of 2022. This was a result of principal paydowns, improved cash flow, and continued sustained
payment performance.

Loans past due 90 days or more were $2.0 million at December 31, 2022 and $1.1 million at December 31, 2021. The increase of $0.9 million at year-end 2022 was primarily comprised of an additional
$750 thousand of delinquent residential mortgage loans. Total nonperforming loans were $7.8 million at December 31, 2022 and $10.6 million at December 31, 2021.

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In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring, or TDR.
Included in certain loan categories of impaired loans are TDRs on which we have granted certain material concessions to the borrower as a result of the borrower experiencing financial difficulties. The concessions granted by us may include, but
are not limited to: (1) a modification in which the maturity date, timing of payments or frequency of payments is modified, (2) an interest rate lower than the current market rate for new loans with similar risk, or (3) a combination of the first
two factors.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform under the
restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of payments.
Loans identified as TDRs are evaluated for impairment using the present value of the expected cash flows or the estimated fair value of the collateral, if the loan is collateral dependent. The fair value is determined, when possible, by an
appraisal of the property less estimated costs related to liquidation of the collateral. The appraisal amount may also be adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the estimated
fair value of collateral dependent loans are a component in determining an appropriate allowance for loan losses, and as such, may result in increases or decreases to the provision for loan losses in current and future earnings.

We had no loans restructured as TDRs during 2022, 2021, or 2020. TDRs are excluded from our nonperforming loans unless they otherwise meet the definition of nonaccrual loans or past due 90 days or
more.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial
condition of the Company. The securities portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or
lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate
characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan demand is weak or
when deposits grow more rapidly than loans.

The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. Securities consist primarily of state and municipal securities, mortgage-backed
securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are
recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value.

Total securities at December 31, 2022 were $701.7 million, representing an decrease of $22.8 million, or 3.1%, compared to $724.5 million at December 31, 2021. The decrease was
primarily due to a $114.4 million decline in the unrealized gain on available for sale securities and $81.3 million in maturities, prepayments, and calls, partially offset by $176.7 million in purchases at December 31, 2022 compared to December
31, 2021.

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. During the year ended December 31, 2022, the fair value of the Company’s available for sale
securities declined by $114.4 million as a result of the significant increase in market interest rates during 2022, which was attributed to the FOMC repeatedly raising their target benchmark interest rate, as previously noted. At December 31,
2022, we evaluated the securities which had an unrealized loss for other-than-temporary impairment and determined all declines in value to be temporary. We anticipate full recovery of amortized cost with respect to these securities by maturity,
or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost basis, which may be at
maturity.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities may
differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

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As of December 31, 2022
Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Ten YearsDue after Ten Years
Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
(Dollars in thousands)
Available-for-sale
State and municipal$1,8983.43%$8,6632.17%$7,5082.22%$241,3602.24%
Mortgage-backed securities31.90%3,0371.88%53,1542.23%379,7502.22%
Collateralized mortgage obligations76,1894.89%
Asset-backed and other amortizing securities1,6892.93%19,2182.81%
Other securities12,0004.47%
Total available-for-sale$1,9013.43%$11,7002.09%$150,5403.76%$640,3282.24%

Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts and
certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community networks.

Total deposits at December 31, 2022 were $3.41 billion, representing an increase of $65.2 million, or 2.0%, compared to $3.34 billion at December 31, 2021. The increase in total deposits since
December 31, 2021 was primarily due to organic growth and customers maintaining higher balances. Deposit balances peaked in the third quarter of 2022 and then declined $54.1 million in the fourth quarter of 2022 principally as the result of
increased competition for deposits amid overall deposit outflows in the United States banking system. As of December 31, 2022, 33.8% of total deposits were comprised of noninterest-bearing demand accounts, 57.8% of interest-bearing non-maturity
accounts and 8.4% of time deposits.

The following table shows the deposit mix as of the dates presented:

December 31, 2022December 31, 2021
Amount% of TotalAmount% of Total
(Dollars in thousands)
Noninterest-bearing deposits$1,150,48833.8%$1,071,36732.1%
NOW and other transaction accounts350,91010.3%395,32211.8%
Money market and other savings1,618,83347.5%1,534,79545.9%
Time deposits286,1998.4%339,73810.2%
Total deposits$3,406,430100.0%$3,341,222100.0%

The following table summarizes our average deposit balances and weighted average rates for the periods indicated:

202220212020
Average BalanceWeighted Average RateAverage BalanceWeighted Average RateAverage BalanceWeighted Average Rate
(Dollars in thousands)
Noninterest-bearing deposits$1,189,730%$1,016,835%$888,653%
Interest-bearing deposits:
NOW and interest-bearing demand accounts352,7910.59%355,2740.03%329,4310.13%
Savings accounts151,1280.32%132,4260.09%113,6810.09%
Money market accounts1,385,9690.75%1,353,9780.29%1,209,9760.48%
Time deposits327,2891.22%329,5091.25%331,6231.68%
Total interest-bearing deposits2,217,1770.77%2,171,1870.38%1,984,7110.60%
Total deposits$3,406,9070.50%$3,188,0220.26%$2,873,3640.41%

The scheduled maturities of uninsured certificates of deposits or other time deposits as of December 31, 2022 follows:

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(Dollars in thousands)Three MonthsThree to Six MonthsSix to 12 MonthsAfter 12 MonthsTotal
$30,752$5,572$13,606$15,770$65,700

The estimated amount of uninsured deposits as of December 31, 2022 was $1.04 billion.

Time deposits issued in amounts of more than $250 thousand represent the type of deposit most likely to affect the Company’s future earnings because of interest rate sensitivity. The effective cost
of these funds is generally higher than other time deposits because the funds are usually obtained at premium rates of interest.

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and
commercial real estate loans as well as FHLB stock. At December 31, 2022 and December 31, 2021 we had total remaining borrowing capacity from the FHLB of $920.2 million and $903.9 million, respectively.

The following table sets forth our long-term FHLB borrowings as of and for the periods indicated:

As of and for the Year Ended December 31,
20222021
(Dollars in thousands)
Amount outstanding at year-end$$
Weighted average interest rate at year-end
Maximum month-end balance during the year$$75,000
Average balance outstanding during the year$$19,641
Weighted average interest rate during the year0.19%

The Company has used FHLB letters of credit to pledge to certain public deposits. These letters of credit expired in July 2021 and the Company began pledging securities to these public funds rather
than renewing the letters of credit. As a result, there were no FHLB letters of credit outstanding at December 31, 2022 and 2021.

Federal Reserve Bank of Dallas. The Bank has a line of credit with the FRB. The amount of the line is determined on a monthly basis by the Federal Reserve
Bank. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $648.3 million and $593.6 million at December 31, 2022 and 2021, respectively. There were no amounts
outstanding on the FRB line of credit at December 31, 2022 and 2021.

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount of the
lines was $160.0 million and $160.0 million as of December 31, 2022 and 2021. The lines were not used at December 31, 2022 and 2021.

Subordinated Debt

In December 2018, the Company issued $26.5 million in subordinated notes. Notes totaling $12.4 million have a maturity date of December 2028 and an average fixed rate of 5.74% for the first five
years. The remaining $14.1 million of notes have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all notes will float at the Wall
Street Journal prime rate, with a floor of 4.0% and a ceiling of 7.5%. These notes pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally,
these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

On September 29, 2020, the Company issued $50.0 million in subordinated notes. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The notes have a maturity
date of September 2030 with a fixed rate of 4.50% for the first five years. After the expiration of the fixed rate period, the notes will reset quarterly at a variable rate equal to the then current three-month Secured Overnight
Financing Rate, as published by the Federal Reserve Bank of New York, plus 438 basis points. These notes pay interest semi-annually, are unsecured, and may be called by the Company at any time after the remaining
maturity is five years or less. Additionally, these notes are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of December 31, 2022, the total amount of subordinated debt outstanding was $76.5 million, less approximately $511 thousand of remaining debt issuance costs for a total balance of $76.0 million.

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Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three wholly-owned
statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures issued by the
Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4 million at December
31, 2022 and 2021. The Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid. The Company is current
in its interest payments on the debentures.

The chart below indicates certain information, as of December 31, 2022, about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the junior
subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest debentures, the
interest rates on the junior subordinated deferrable interest debentures and the investment banker.

Name of TrustIssue DateAmount of Trust Preferred SecuritiesAmount of DebenturesStated Maturity Date of Trust Preferred Securities and Debentures(1)Interest Rate of Trust Preferred Securities and Debentures(2)(3)
(Dollars in thousands)
South Plains Financial Capital Trust III2004$10,000$10,31020343-mo. LIBOR + 265 bps; 6.97%
South Plains Financial Capital Trust IV200520,00020,619203533-mo. LIBOR + 139 bps; 6.16%
South Plains Financial Capital Trust V200715,00015,46420373-mo. LIBOR + 150 bps; 6.27%
Total$45,000$46,393
Column 1Column 2
(1)May be redeemed at the Company’s option.
Column 1Column 2
(2)Interest payable quarterly with principal due at maturity.
Column 1Column 2
(3)Rate as of last reset date, prior to December 31, 2022.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs,
all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the
daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our stockholders.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s net
interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net interest
income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee (“ALCO Committee”) reviews this information to determine if the projected future net interest income levels would be acceptable. The
Company attempts to stay within acceptable net interest income levels.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks,
federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount window.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and
increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

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We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through
profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Capital Requirements

Total stockholders’ equity decreased to $357.0 million as of December 31, 2022, compared to $407.4 million as of December 31, 2021. The decrease from December 31, 2021 was primarily the result of a
decline in the accumulated other comprehensive income (“AOCI”) of $78.8 million, repurchases of common stock of $22.7 million, and by $8.0 million in dividends paid, partially offset by $58.2 million in net earnings for the year ended December
31, 2022. The decrease in AOCI was attributed to the decline in fair value of our available for sale securities, partially offset by an increase in fair value of our fair value hedges, as a result of the rising interest rate environment.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory
and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective
action” (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and
classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum
amounts and ratio of CET1 capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis for
“prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of
earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At December 31, 2022, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2022, we and the Bank were “well capitalized” under the
regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2022 that would materially adversely change such capital classifications. From time to time, we may need to raise
additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s
capital ratios as of the dates indicated.

ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2022:
Total capital (to risk-weighted assets)
Consolidated$559,09416.58%$354,04510.50%N/AN/A
Bank454,42713.48%353,96710.50%$337,11210.00%
Tier 1 capital (to risk-weighted assets)
Consolidated443,26513.15%286,6088.50%N/AN/A
Bank414,55912.30%286,5458.50%269,6898.00%
CET 1 capital (to risk-weighted assets)
Consolidated398,26511.81%236,0307.00%N/AN/A
Bank414,55912.30%235,9787.00%219,1226.50%
Tier 1 capital (to average assets)
Consolidated443,26511.03%161,6624.00%N/AN/A
Bank414,55910.32%161,5744.00%200,7745.00%

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ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2021:
Total capital (to risk-weighted assets)
Consolidated$524,83618.40%$299,52110.50%N/AN/A
Bank425,74814.93%299,46510.50%$285,20510.00%
Tier 1 capital (to risk-weighted assets)
Consolidated413,32214.49%242,4698.50%N/AN/A
Bank390,01513.67%242,4248.50%228,1648.00%
CET 1 capital (to risk-weighted assets)
Consolidated368,32212.91%199,6817.00%N/AN/A
Bank390,01513.67%199,6447.00%185,3836.50%
Tier 1 capital (to average assets)
Consolidated413,32210.77%154,5924.00%N/AN/A
Bank390,01510.16%154,5034.00%191,8595.00%

Treasury Stock

The Company repurchased stock in accordance with its stock repurchase programs during 2022 and 2021. In 2022, we repurchased 859,802 shares of common stock for a total of $22.7 million. In 2021, we
repurchased 393,529 shares of common stock for a total of $9.2 million. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities”, of this Report for further information.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds management,
and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and
interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net
interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange or
commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the ALCO Committee, in accordance with policies approved by the Bank’s Board. The ALCO Committee formulates strategies based on appropriate levels of
interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies,
liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities,
commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs
methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on
other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model. All of the
assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under
various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous
parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal
rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift, 15% for a
200 basis point shift, and 22.5% for a 300 basis point shift.

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The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

As of December 31,
20222021
Change in Interest Rates (Basis Points)Percent Change in Net Interest IncomePercent Change in Net Interest Income
+300(1.50)6.89
+200(0.96)4.53
+100(0.61)2.02
-100(1.50)(1.05)
-200(2.81)(1.92)

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in
terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

The Company’s asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes the
impact of inflation on financial results depends upon the Company’s ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction,
or at the same magnitude, as the prices of other goods and services. However, other operating expenses do reflect general levels of inflation. Management seeks to manage the relationship between interest rate-sensitive assets and liabilities in
order to protect against wide net interest income fluctuations, including those resulting from inflation.

Various information shown elsewhere in this Report will assist in the understanding of how well the Company is positioned to react to changing interest rates and inflationary trends. In particular, additional
information related to the Company’s interest rate-sensitive assets and liabilities is contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report under the heading “Interest
Rate Sensitivity and Market Risk.”

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures
discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of
excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S. in our consolidated statements
of comprehensive income(loss), balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial
measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in
accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how other
banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and investment
bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure is important
to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value
while not increasing our tangible book value.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts
and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated
amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets. We believe that this measure is important to many investors in the marketplace
who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total
stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

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The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per common
share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

As of December 31,
202220212020
(Dollars in thousands)
Total stockholders’ equity$357,014$407,427$370,048
Less: Goodwill and other intangibles(23,857)(25,403)(27,070)
Tangible common equity$$ 333,157$382,024$342,978
Total assets$3,944,063$3,901,855$3,599,160
Less: Goodwill and other intangibles(23,857)(25,403)(27,070)
Tangible assets$3,920,206$3,876,452$3,572,090
Shares outstanding17,027,19717,760,24318,076,364
Total stockholders’ equity to total assets9.05%10.44%10.28%
Tangible common equity to tangible assets8.50%9.85%9.60%
Book value per share$20.97$22.94$20.47
Tangible book value per share$19.57$21.51$18.97

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare consolidated financial statements in conformity with GAAP,
management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates,
assumptions and judgments are based on information available as of the date of the consolidated financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the
consolidated financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our consolidated financial
statements.

The Jumpstart Our Business Startups Act (the “JOBS Act”) permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected
to take advantage of this extended transition period, which means that the consolidated financial statements included in this Report, as well as any financial statements that we file in the future, will not be subject to all new or revised
accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments. Additional
information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of December 31, 2022.

Securities. Investment securities may be classified into trading, held-to-maturity, or available-for-sale portfolios. Securities that are held principally
for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified as trading or
held-to-maturity are available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings, but included in the determination of other comprehensive income (loss). Management uses these assets as part of its
asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at the time
of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Realized gains and losses and declines in value judged to be other-than-temporary are included in gain or
loss on sale of securities. The cost of securities sold is based on the specific identification method.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding
principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees,
net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP.

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Loans are placed on non-accrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past
due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are
returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged
to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses
consists of specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends,
judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature
and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires
estimates that are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are generally secured by specific items of
collateral including real property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory
agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the
time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due
according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250 thousand are specifically reviewed to determine if they are impaired. Factors considered by management in determining whether a
loan is impaired include payment status and the sources, amounts, and probabilities of estimated cash flow available to service debt in relation to amounts due according to contractual terms. Loans that experience insignificant payment delays and
payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the
borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Loans that are determined to be impaired are then evaluated to determine estimated impairment, if any. GAAP allows impairment to be measured on a loan-by-loan basis by either the present value of
expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loans that are not individually determined to be impaired or
are not subject to the specific review of impaired status are subject to the general valuation allowance portion of the allowance for loan losses.

Loans Held for Sale. Loans held for sale are comprised of residential mortgage loans. Loans that are originated for best efforts delivery are carried at the
lower of aggregate cost or fair value as determined by aggregate outstanding commitments from investors or current investor yield requirements. All other loans held for sale are carried at fair value under the fair value option. Loans sold are
typically subject to certain indemnification provisions with the investor; management does not believe these provisions will have any significant consequences.

Mortgage Servicing Rights Asset. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income
statement effect recorded in net gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates present value of estimated
future servicing income.

Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports change in fair value of servicing assets in earnings in the period in
which the changes occur, and are included with other noninterest income in the consolidated financial statements. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual
prepayment speeds and default rates and losses.

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Goodwill and Other Intangible Assets. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the
consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and circumstances
exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Report regarding the impact of new accounting pronouncements
which we have adopted.

FY 2021 10-K MD&A

SEC filing source: 0001140361-22-008216.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-08. Report date: 2021-12-31.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
accompanying notes included elsewhere in this Report. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but
may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause actual results to differ
materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Except as required by law, we assume no obligation to update any of these forward-looking statements.

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Overview

We are a bank holding company headquartered in Lubbock, Texas, and our wholly-owned subsidiary, City Bank, is one of the largest independent banks in West Texas. We have additional banking
operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station Texas markets, and the Ruidoso and Eastern New Mexico markets. Through City Bank, we provide a wide range of commercial and consumer financial services
to small and medium-sized businesses and individuals in our market areas. Our principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services.

Acquisitions

The comparability of our consolidated results of operations for the year ended December 31, 2020 to the year ended December 31, 2019 is affected by the acquisition of West Texas State Bank
(“WTSB”) on November 12, 2019. Therefore, the results of the acquired operations of WTSB were included in our results of operations during all of 2020 and for a portion of 2019.

Recent Developments

COVID-19 Update

The spread of COVID-19 continues to cause significant disruptions in the U.S. economy since it was declared a pandemic in March 2020 by the World Health Organization. In addition, the “Delta” and “Omicron”
variants of COVID-19, which are the most transmissible variants identified to date, have spread in the U.S. in 2021. At this time, we cannot predict the impact or how long the economy or our impacted clients will be disrupted by the ongoing
COVID-19 pandemic and any current or future variants of COVID-19, which could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against variants, and the response by
governmental bodies and regulators. We are closely monitoring the current environment, given the rise in cases due to the “Delta” and “Omicron” variants, and are preparing to quickly make any necessary adjustments to protect our employees and
customers.

The Bank also continues to utilize a rigorous enterprise risk management (“ERM”) system that delivers a systematic approach to risk measurement and enhances the effectiveness of risk management across the Bank.
The Bank’s ERM system has allowed management to consistently and aggressively review the Bank’s loan portfolio for signs of potential issues during the ongoing COVID-19 pandemic and the Bank continues to closely monitoring its loans to
borrowers in the retail, hospitality and energy sectors.

While the duration of the COVID-19 pandemic and the scope of its impact on the economy is uncertain, the Bank continues to be proactive with its borrowers in those sectors most affected by the COVID-19 pandemic
and offering loan modifications to borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. As part of the Bank’s efforts to support its customers and protect the Bank, the Bank has
offered varying forms of loan modifications including 90-day payment deferrals, 6-month interest only terms, or in certain select cases periods of longer than 6 months of interest only, to provide borrowers relief. As of December 31, 2021,
total active loan modifications attributed to COVID-19 were approximately $15.9 million, or 0.7%, of the Company’s loan portfolio. All active modifications are loans modified for either interest only periods longer than 6 months, primarily in
the Bank’s hotel portfolio. The Bank expects that these remaining loans on deferral will return to full payment status at the end of their respective deferral period.

The Paycheck Protection Program (“PPP”) was created by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and implemented by the U.S. Small Business Administration (the “SBA”) in March 2020.
The PPP allows entities to apply for a 1.00% interest rate loan with payments generally deferred until the date the lender receives the applicable forgiveness amount from the SBA. The PPP loans may be partially or fully forgiven by the SBA if
the entity meets certain conditions. The maturity term for any principal portion left unforgiven is either 2 or 5 years from the funding date, depending on when the loan was originated. For PPP loans that the SBA approved on or after June 5,
2020, the loan must have a maturity of at least 5 years. All PPP loans are fully guaranteed by the SBA and are included in total loans outstanding. The Economic Aid Act, signed into law on December 27, 2020, authorized an additional $284.5
billion in new PPP loan funding and extends the authority of lenders to make PPP loans through March 31, 2021. The PPP Extension Act of 2021 was subsequently signed into law on March 30, 2021 and extended the PPP application deadline to May 31,
2021.

The Bank assisted approximately 2,100 customers for a total of $218 million in the first round of PPP. There has been approximately $217 million in PPP loan forgiveness by the SBA and loan repayments by
customers, leaving approximately $1 million outstanding as of December 31, 2021. The Bank began accepting new applications for PPP loans in January 2021 to assist customers with the new round of the PPP until funding for the PPP expired on May
31, 2021. For the year ended December 31, 2021, the Bank funded approximately 1,100 PPP loans for a total of $91 million. The SBA has forgiven approximately $52 million of PPP loans from this last round.

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We are currently unable to fully assess or predict the extent of the effects of the COVID-19 pandemic, or any current or future variant of COVID-19, on our operations as the ultimate impact
will depend on factors that are currently unknown and/or beyond our control. Please refer to Part I, Item 1A, “Risk Factors” in this Report.

Selected Financial Data

The following table sets forth certain of our selected financial data for, and as of the end of, each of the periods indicated. This information should be read in
conjunction with “Item 8. Financial Statements and Supplementary Data” included elsewhere in this Report (dollars in thousands, except per share data).

As of or for the Year Ended December 31,
202120202019
Selected Income Statement Data:
Net interest income$121,764$122,285$104,575
Provision for loan losses(1,918)25,5702,799
Noninterest income97,469101,60356,633
Noninterest expense148,030141,715121,708
Income tax expense (benefit)14,50711,2507,481
Net income58,61445,35329,220
Share and Per Share Data:
Earnings per share (basic)$3.26$2.51$1.74
Earnings per share (diluted)3.172.471.71
Dividends per share0.300.140.06
Tangible book value per share(1)21.5118.9715.46
Selected Period End Balance Sheet Data:
Cash and cash equivalents$486,821$300,307$158,099
Investment securities724,504803,087707,650
Gross loans held for investment2,437,5772,221,5832,143,623
Allowance for loan losses42,09845,55324,197
Total assets3,901,8553,599,1603,237,167
Total deposits3,341,2222,974,3512,696,857
Borrowings122,168223,532205,030
Total stockholders’ equity407,427370,048306,182
Performance Ratios:
Return on average assets1.56%1.31%1.04%
Return on average stockholders’ equity15.08%13.40%10.94%
Net interest margin(2)3.51%3.84%3.98%
Efficiency ratio(3)67.14%62.99%75.29%
Credit Quality Ratios:
Nonperforming assets to total assets(4)0.30%0.45%0.24%
Nonperforming loans to total loans held for investment0.43%0.67%0.28%
Allowance for loan losses to nonperforming loans(5)397.23%304.40%400.28%
Allowance for loan losses to total loans held for investment1.73%2.05%1.13%
Net loan charge-offs to average loans0.06%0.18%0.09%
Capital Ratios:
Total stockholders’ equity to total assets10.44%10.28%9.46%
Tangible common equity to tangible assets(1)9.85%9.60%8.69%
Common equity tier 1 capital ratio12.91%12.96%11.06%
Tier 1 leverage ratio10.77%10.24%10.74%
Tier 1 risk-based capital ratio14.49%14.78%12.85%
Total risk-based capital ratio18.40%19.08%14.88%
Column 1Column 2
(1)Represents a non-GAAP financial measure. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”
Column 1Column 2
(2)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.
Column 1Column 2
(3)The efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income.
Column 1Column 2
(4)Nonperforming assets consist of nonperforming loans plus OREO.
Column 1Column 2
(5)Nonperforming loans include nonaccrual loans and loans past due 90 days or more.

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Results of Operations

Net income for the year ended December 31, 2021 was $58.6 million, or $3.17 per diluted share, compared to $45.4 million, or $2.47 per diluted share, for the year ended December 31, 2020. The
increase in net income was primarily the result of a decrease of $27.5 million in provision for loan loss, offset by a decrease of $4.1 million in noninterest income, an increase of $6.3 million in noninterest expense and an increase of $3.3
million in income tax expense.

Return on average assets was 1.56% and return on average equity was 15.08% for the year ended December 31, 2021, compared to 1.31% and 13.40%, respectively, for the year ended December 31,
2020. The increase in return on average assets was primarily due to the increase in net income of 29.2%, relative to a smaller increase of 8.8% for total average assets.

Net income for the year ended December 31, 2020 was $45.4 million, or $2.47 per diluted share, compared to $29.2 million, or $1.71 per diluted share, for the year ended December 31, 2019. The
increase in net income was primarily the result of an improvement of $17.7 million in net interest income and increased noninterest income of $45.0 million, offset by an increase of $20.0 million in noninterest expense, an increase of $22.8
million in the provision for loan losses and an increase of $3.8 million in income tax expense.

Return on average assets was 1.31% and return on average equity was 13.40% for the year ended December 31, 2020, compared to 1.04% and 10.94%, respectively, for the year ended December 31,
2019. The increase in return on average assets was primarily due to the increase in net income of 55.2%, relative to a smaller increase of 22.8% for total average assets.

Net Interest Income

Net interest income is the principal source of the Company’s net income and represents the difference between interest income (interest and fees earned on assets, primarily loans and
investment securities) and interest expense (interest paid on deposits and borrowed funds). We generate interest income from interest-earning assets that we own, including loans and investment securities. We incur interest expense from
interest-bearing liabilities, including interest-bearing deposits and other borrowings, notably FHLB advances and subordinated notes. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning
assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on
interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income on a fully tax-equivalent basis divided by average interest-earning assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets,
interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.

The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the
resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest
margin. For purposes of this table, interest income is shown on a fully tax-equivalent basis.

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Year Ended December 31,
202120202019
Average BalanceInterestYield/RateAverage BalanceInterestYield/RateAverage BalanceInterestYield/Rate
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans, excluding PPP (1)$2,302,413$112,2554.88%$2,181,118$116,7535.35%$1,997,783$117,0745.86%
Loans - PPP117,7888,2907.04%144,5145,1303.55%
Investment securities – taxable532,2729,2921.75%547,10711,8522.17%317,9478,6082.71%
Investment securities – non-taxable219,3855,8722.68%158,4824,4892.83%37,2321,2893.46%
Other interest-earning assets (2)336,0815650.17%184,2621,1000.60%284,0316,4122.26%
Total interest-earning assets3,507,939136,2743.88%3,215,483139,3244.33%2,636,993133,3835.06%
Noninterest-earning assets261,140249,536182,967
Total assets$3,769,079$3,465,019$2,819,960
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
NOW, savings and money market deposits1,841,6784,1630.23%1,653,0886,3370.38%1,448,32016,4361.13%
Time deposits329,5094,1301.25%331,6235,5571.68%319,8116,0551.89%
Short-term borrowings8,04550.06%19,4041040.54%16,2312901.79%
Notes payable & other longer-term borrowings19,641380.19%107,0455580.52%95,0542,0242.13%
Subordinated debt securities75,6994,0565.36%38,7472,2235.74%26,7861,6166.03%
Junior subordinated deferrable interest debentures46,3938801.90%46,3931,1672.52%46,3931,9464.19%
Total interest-bearing liabilities2,320,96513,2720.57%2,196,30015,9460.73%1,952,59528,3671.45%
Noninterest-bearing liabilities:
Noninterest-bearing deposits1,016,835888,653570,428
Other liabilities42,65441,57329,891
Total noninterest-bearing liabilities1,059,489930,226600,319
Shareholders’ equity388,625338,493267,046
Total liabilities and shareholders’ equity$3,769,079$3,465,019$2,819,960
Net interest income$123,002$123,378$105,016
Net interest spread3.31%3.61%3.61%
Net interest margin(3)3.51%3.84%3.98%
Column 1Column 2
(1)Average loan balances include nonaccrual loans and loans held for sale.
Column 1Column 2
(2)Includes income and average balances for interest-earning deposits at other banks, nonmarketable securities, federal funds sold and other miscellaneous interest-earning assets.
Column 1Column 2
(3)Net interest margin is calculated as the annual net interest income, on a fully tax-equivalent basis, divided by average interest-earning assets.

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as
changes in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable
to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been allocated to
volume.

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Year Ended December 31, 2021 over 2020Year Ended December 31, 2020 over 2019
Change due to:Change due to:
VolumeRateTotal VarianceVolumeRateTotal Variance
(Dollars in thousands)
Interest-earning assets:
Loans, excluding PPP$6,493$(10,991)$(4,498)$10,744$(11,065)$(321)
Loans - PPP(949)4,1093,1605,1305,130
Investment securities – taxable(321)(2,239)(2,560)6,204(2,960)3,244
Investment securities – non-taxable1,725(342)1,3834,198(998)3,200
Other interest-earning assets906(1,441)(535)(2,252)(3,060)(5,312)
Total increase (decrease) in interest income7,854(10,904)(3,050)18,894(12,953)5,941
Interest-bearing liabilities:
NOW, Savings, MMDAs723(2,897)(2,174)2,324(12,423)(10,099)
Time deposits(35)(1,392)(1,427)224(722)(498)
Short-term borrowings(61)(38)(99)57(243)(186)
Notes payable & other borrowings(456)(64)(520)255(1,721)(1,466)
Subordinated debt securities2,120(287)1,833722(115)607
Junior subordinated deferrable interest debentures(287)(287)(779)(779)
Total increase (decrease) interest expense:2,291(4,965)(2,674)3,582(16,003)(12,421)
Increase (decrease) in net interest income$5,563$(5,939)$(376)$15,312$3,050$18,362

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Net interest income for the year ended December 31, 2021 was $121.8 million compared to $122.3 million for the year ended December 31, 2020, an decrease of $0.5 million, or 0.4%. The decrease
in net interest income in 2021 was comprised of a $3.2 million, or 2.3%, decrease in interest income and a $2.7 million, or 16.8%, decrease in interest expense. The decrease in interest income was primarily attributable to a decrease in the
yield on average interest-earning assets of 45 basis points offset by the growth of $292.5 million in these assets during the year ended December 31, 2021. During the years ended December 31, 2021 and 2020, the Company recognized $6.1 and 3.7
million, respectively, in deferred PPP-related SBA fees. When received, these fees are deferred and then accreted into interest income over the life of the applicable PPP loans. At the time of PPP loan forgiveness by the SBA, any remaining
deferred fees are recognized immediately. At December 31, 2021 and 2020, there was $1.9 and $4.1 million, respectively, of deferred PPP-related SBA fees that have not been accreted to income. The Company expects that the majority of the
remaining first and second rounds of PPP loans will continue to be forgiven by the SBA or repaid over the next several quarters.

The $2.7 million decrease in interest expense for the year ended December 31, 2021 was primarily related to a 16 basis points decrease in the rate paid on interest-bearing liabilities,
partially offset by an increase of $124.7 million in average interest-bearing liabilities over the same period in 2020. The increase in average interest-bearing liabilities was mainly due to increased deposits from PPP loan funding, other
government stimulus payments and programs during the period as well as organic growth, partially offset by the repayment of $75.0 million in long-term advances during 2021.

For the year ended December 31, 2021, net interest margin and net interest spread were 3.51% and 3.31%, respectively, compared to 3.84% and 3.61% for the same period in 2020, respectively,
which reflects the changes in interest income and interest expense discussed above.

Year Ended December 31, 2020 compared to Year Ended December 31, 2019

Net interest income for the year ended December 31, 2020 was $122.3 million compared to $104.6 million for the year ended December 31, 2019, an increase of $17.7 million, or 16.9%. The
increase in net interest income was comprised of a $5.3 million, or 4.0%, increase in interest income and a $12.4 million, or 43.8%, decrease in interest expense. The growth in interest income was primarily attributable to a $183.3 million, or
9.2%, increase in average non-PPP loans outstanding during the year ended December 31, 2020, compared to 2019, partially offset by a 51 basis points decrease in the yield on total loans. The increase in average loans outstanding was primarily
the result of a complete year of loans acquired from WTSB and an increase of $44.2 million in average mortgage loans held for sale. The decline in yield was a result of the large drop in rates experienced in the first quarter of 2020 and its
continued effects. As of December 31, 2020, the Company had originated approximately 2,100 PPP loans, totaling $218 million, and had received $7.8 million in PPP related SBA fees due to PPP loan forgiveness received from the SBA during the
period. These fees were deferred and then accreted into interest income over the life of the applicable loans. During the year ended December 31, 2020, the Company recognized $3.7 million in PPP related SBA fees. At December 31, 2020, there was
$4.1 million of deferred fees that had not been accreted to income.

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The $12.4 million decrease in interest expense for the year ended December 31, 2020 was primarily related to a 72 basis points decrease in the rate paid on interest-bearing liabilities,
partially offset by an increase of $243.7 million in average interest-bearing liabilities. The increase in average interest-bearing liabilities was largely due to a complete year of the deposits acquired from WTSB and growth in deposits from
organic growth, customers depositing funds received from PPP loans and maintaining higher balances, and other government stimulus payments and programs. Additionally, the decrease in the rate paid on interest-bearing liabilities was the result
of the decline in the overall rate environment experienced in the first quarter of 2020.

For the year ended December 31, 2020, net interest margin and net interest spread were 3.84% and 3.61%, respectively, compared to 3.98% and 3.61% for the same period in 2019, respectively,
which reflects the changes in interest income and interest expense discussed above.

Provision for Loan Losses

Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the statements of income as the provision
for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our allowance for loan
losses and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to our earnings. The provision for loan losses and level of allowance for
each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans
and the general economic conditions in our market areas. See “Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included elsewhere in this
Report for more detailed discussion.

Year Ended December 31, 2021 compared to Year Ended December 31, 2020

The provision for loan losses for the year ended December 31, 2021 was a credit of $1.9 million compared to $25.6 million for the year ended December 31, 2020. The decrease in the provision
for loan losses for the year ended December 31, 2021 compared to the same period in 2020 is primarily a result of general improvement in the economy, a decline in the amount of loans actively under a modification, and a decrease in
nonperforming loans. Net charge-offs decreased $2.7 million during 2021 as compared to 2020. The allowance for loan losses as a percentage of loans held for investment was 1.73% at December 31, 2021 and 2.05% at December 31, 2020. Further
discussion of the allowance for loan losses is noted below.

Year Ended December 31, 2020 compared to Year Ended December 31, 2019

The provision for loan losses for the year ended December 31, 2020 was $25.6 million compared to $2.8 million for the year ended December 31, 2019. The higher provision in 2020 was primarily
a result of the uncertain economic effects from the ongoing COVID-19 pandemic as well as the decline in oil and gas prices. Net charge-offs increased $2.5 million during 2020 as compared to 2019. The allowance for loan losses as a percentage of
loans held for investment was 2.05% at December 31, 2020 and 1.13% at December 31, 2019. Further discussion of the allowance for loan losses is noted below.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is an important contributing component. The largest portion of our noninterest income is
associated with our mortgage banking activities. Other sources of noninterest income include service charges on deposit accounts, bank card services and interchange fees, and income from insurance activities.

The following table sets forth the major components of our noninterest income for the periods indicated:

Year Ended December 31, 2021 over 2020Year Ended December 31, 2020 over 2019
20212020Increase (decrease)20202019Increase (decrease)
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts$6,963$7,032$(69)$7,032$8,129$(1,097)
Income from insurance activities8,3147,6446707,6447,016628
Bank card services and interchange fees12,23910,0352,20410,0358,6921,343
Mortgage banking activities59,72665,042(5,316)65,04225,12639,916
Investment commissions1,9341,6982361,6981,710(12)
Fiduciary income2,9173,185(268)3,1852,306879
Gain on sale of securities2,318(2,318)2,3182,318
Other income and fess(1)5,3764,6497274,6493,654995
Total noninterest income$97,469$101,603$(4,134)$101,603$56,633$44,970
Column 1Column 2
(1)Other income and fees includes income and fees associated with the increase in the cash surrender value of life insurance, safe deposit box rental, check printing, collections, wire transfer and other miscellaneous services.

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Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Noninterest income for the year ended December 31, 2021 was $97.5 million compared to $101.6 million for the year ended December 31, 2020, a decrease of $4.1 million, or 4.1%. Income from
mortgage banking activities decreased $5.3 million, or 8.2%, to $59.7 million for the December 31, 2021 from $65.0 million for the year ended December 31, 2020. The decrease was primarily the result of a reduction of $106.3 million in interest
rate lock commitments and a decline in gain on sale margins, partially offset by an increase of $58.1 million in mortgage loan originations for the year ended December 31, 2021 compared to the year ended December 31, 2020. Our mortgage
originations experienced another high level of volume in 2021 as the industry continued to benefit from historic low levels of interest rates through a majority of 2021. Refinance activity represented 54% of the 2021 originations as compared to
53% in 2020. Refinance activity is expected to taper off in 2022 and then return to more historically-consistent levels. Additionally, bank card services and interchange fee income increased $2.2 million and income from insurance activities
increased $670 thousand for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in bank card services and interchange fee income was primarily tied to the growth in deposits, increased consumer spending,
and the expansion of credit card services. The increase in income from insurance activities is primarily related to increased premiums paid in 2021. Further, there was a $2.3 million gain on sale of securities in the first quarter of 2020.

Year Ended December 31, 2020 compared to Year Ended December 31, 2019

Noninterest income for the year ended December 31, 2020 was $101.6 million compared to $56.6 million for the year ended December 31, 2019, an increase of $45.0 million, or 79.4%. Income from
mortgage banking activities increased $39.9 million, or 158.9%, to $65.0 million for the December 31, 2020 from $25.1 million for the year ended December 31, 2019. This increase was due primarily due to an increase of $802.2 million, or 125.2%,
in mortgage loan originations for the year ended December 31, 2020, compared to the year ended December 31, 2019. Our mortgage originations experienced a record level of volume in 2020 as the industry benefited from historic low levels of
interest rates. Refinance activity represented 53% of the 2020 originations as compared to 28% in 2019. Additionally, fiduciary income increased $879 thousand, and income from insurance activities increased $628 thousand for the year ended
December 31, 2020 compared to the year ended December 31, 2019. The increase in fiduciary income was primarily due to new customer acquisition with estate executorship and trust management as the primary services in late third quarter 2019. It
is expected that fiduciary fees will be $410 thousand per quarter lower beginning in the third quarter of 2021, prior to any organic growth, due to the fees on some estates being fully earned at end of the second quarter of 2021. The increase
in income from insurance activities is related to new revenue generated from two businesses acquired since September 1, 2019. Further, there was a $2.3 million gain on sale of securities in the first quarter of 2020.

Noninterest Expense

The following table sets forth the major components of our noninterest expense for the periods indicated:

Year Ended December 31, 2021 over 2020Year Ended December 31, 2020 over 2019
20212020Increase (decrease)20202019Increase (decrease)
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits$93,360$89,220$4,140$89,220$75,392$13,828
Occupancy expense, net14,56014,658(98)14,65813,5721,086
Professional services6,7526,3224306,3227,334(1,012)
Marketing and development3,2253,0881373,0883,01771
IT and data services4,0073,5744333,5742,830744
Bankcard expenses4,9954,2537424,2533,346907
Appraisal expenses3,2482,7824662,7821,6251,157
Other expenses(1)17,88317,8186517,81814,5923,226
Total noninterest expense$148,030$141,715$6,315$141,715$121,708$20,007
Column 1Column 2
(1)Other expenses include items such as telephone expenses, postage, courier fees, directors’ fees, and insurance.

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Year Ended December 31, 2021 compared to Year Ended December 31, 2020

Noninterest expense for 2021 was $148.0 million compared to $141.7 million for 2020, an increase of $6.3 million, or 4.5%. Salaries and employee benefits increased $4.1 million, or 4.6%, from
$89.2 million for the December 31, 2020 to $93.4 million for the year ended December 31, 2021. This increase in salaries and employee benefits expense was predominately driven by increased commissions paid on the higher volume of mortgage loan
originations and other personnel expenses to support mortgage activities. Additionally, salary expense increased due to expenses for incentive-based compensation related to the growth in loans held for investment in 2021 and for newly-hired
commercial loan officers as part of our stated initiative. All other noninterest expenses increased $2.2 million for the year ended December 31, 2021, compared to the same period in 2020. This increase was primarily related to additional
expenses incurred in 2021 for bankcard expenses as a result of increased consumer spending, growth in deposits, and credit card program expenses. Additionally, there were increases in appraisal expenses due to the high mortgage volume noted
above and increased technology costs as part of the investment in planning our transition of computing and data storage to the cloud as well as further development of the new customer lead generation initiative.

Year Ended December 31, 2020 compared to Year Ended December 31, 2019

Noninterest expense for 2020 was $141.7 million compared to $121.7 million for 2019, an increase of $20.0 million, or 16.4%. Salaries and employee benefits increased $13.8 million, or 18.3%,
from $75.4 million for the December 31, 2019 to $89.2 million for the year ended December 31, 2020. This increase in salaries and employee benefits expense was predominantly driven by $10.1 million of additional commissions paid on the higher
volume of mortgage loan originations and from the full year of expenses for the personnel in the branches acquired from WTSB. All other noninterest expenses increased $6.2 million for the year ended December 31, 2020, compared to the same
period in 2019. This increase was primarily due to the following: a $1.6 million increase in variable mortgage expenses as a result of increased production, a $1.4 million increase in core deposit intangible and other intangibles amortization
expense, a $621 thousand increase in data conversion expenses related to the WTSB acquisition, and $701 thousand in computer equipment purchased in connection with upgrading the equipment at the acquired branches as well as at existing branches
and a new phone system. The computer equipment purchases were expensed due to the individual items falling below the Company’s capitalization threshold.

Financial Condition

Our total assets increased $302.7 million, or 8.4%, to $3.90 billion at December 31, 2021 as compared to $3.60 billion at December 31, 2020. Our loans held for investment increased $216.0
million, or 9.7%, to $2.44 billion at December 31, 2021, compared to $2.22 billion at December 31, 2020. Total deposits increased $366.9 million, or 12.3% to $3.34 billion at December 31, 2021, compared to $2.97 billion at December 31, 2020.
The increase in total assets, loans, and deposits was primarily the result of organic growth of the Company, which included hiring new commercial lenders as part of a stated growth initiative.

Loan Portfolio

Our loans represent the largest portion of earning assets, greater than the securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an
important consideration when reviewing the Company’s financial condition. We originate substantially all of the loans in our portfolio, except certain loan participations that are independently underwritten by the Company prior to purchase.

Loans held for investments increased $216.0 million, or 9.7%, to $2.44 billion at December 31, 2021 as compared to $2.22 billion at December 31, 2020. We had net organic growth in non-PPP
loans of $345.8 million during the year ended December 31, 2021. This increase occurred in a majority of loan segments, with the largest volume growth in residential construction, residential mortgage, consumer auto, direct energy, restaurant
& retail, and multifamily property loans. These increases were partially offset by a decrease in aggregate principal amounts of PPP loans of $129.8 million as the Company funded $91.4 million in new PPP loans and received forgiveness
payments from the SBA or repayments totaling $221.2 million on PPP loans during 2021.

The following table shows the contractual maturities of our loans held for investment portfolio at December 31, 2021:

Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue after Fifteen YearsTotal
(Dollars in thousands)
Commercial real estate$88,513$334,496$202,825$129,610$755,444
Commercial - specialized105,538115,983108,89248,312378,725
Commercial - general68,015165,597134,79891,614460,024
Consumer:
1-4 family residential43,92866,94271,376205,444387,690
Auto loans2,175141,69396,851240,719
Other consumer5,00939,43123,5967768,113
Construction132,3966,0517477,668146,862
Total loans$445,574$870,193$639,085$482,725$2,437,577

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The following table shows the distribution between fixed and adjustable interest rate loans for maturities greater than one year as of December 31, 2021:

Fixed RateAdjustable Rate
(Dollars in thousands)
Commercial real estate$273,308$393,623
Commercial - specialized68,743204,444
Commercial - general155,024236,985
Consumer:
1-4 family residential201,274142,488
Auto loans238,544
Other consumer62,775329
Construction54313,923
Total loans$1,000,211$991,792

The Bank is primarily involved in real estate, commercial, agricultural and consumer lending activities with customers throughout Texas and Eastern New Mexico. We have a collateral
concentration as 69.4% of our loans were secured by real property as of December 31, 2021, compared to 66.5% as of December 31, 2020. We believe that these loans are not concentrated in any one single property type and that they are
geographically dispersed throughout the areas we serve. Although the Bank has diversified portfolios, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the markets in which it
operates, which consist primarily of agribusiness, wholesale/retail, oil and gas and related businesses, healthcare industries and institutions of higher education. Commercial real estate loans represent 36.7% of loans held for investment as of
December 31, 2021 and represented 29.9% of loans held for investment as of December 31, 2020. Further, these loans are geographically diversified, primarily throughout the State of Texas as well as Eastern New Mexico.

We have established concentration limits in the loan portfolio for commercial real estate loans and unsecured lending, among other loan types. All loan types are within established limits. We
use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial
lending to allow us to react to a borrower’s deteriorating financial condition, should that occur.

Commercial Real Estate. Our commercial real estate portfolio includes loans for commercial property that is owned by real estate investors,
construction loans to build owner-occupied properties, and loans to developers of commercial real estate investment properties and residential developments. Commercial real estate loans are subject to underwriting standards and processes
similar to our commercial loans. These loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent
on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing
our real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.

Commercial real estate loans increased $92.1 million, or 13.9%, to $755.4 million as of December 31, 2021 from $663.3 million as of December 31, 2020. This increase was primarily driven by
organic growth of $71.6 million in multifamily property loans and an increase of $21.2 million in other commercial tenant loans.

Commercial – General and Specialized. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate
profitably. Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, to evaluate current and projected cash flows to determine the ability of the borrower to repay their
obligations, and to ensure appropriate collateral is obtained to secure the loan. Commercial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower.
Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial
loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct
sub-categories: specialized and general. Commercial related loans that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related loans that
contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries.

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Commercial general loans decreased $58.3 million, or 11.2%, to $460.0 million as of December 31, 2021 from $518.3 million as of December 31, 2020. The decrease in commercial general loans was
primarily due to a decrease in PPP loans of $129.8 million, partially offset by organic loan growth of $31.2 million in restaurant and retail loans.

Commercial specialized loans increased $67.0 million, or 21.5%, to $378.7 million as of December 31, 2021 from $311.7 million as of December 31, 2020. This increase was primarily due to
organic growth in our direct energy sector of $54.8 million and an increase of $18.9 million in agricultural real estate loans.

Consumer. We utilize a computer-based credit scoring analysis to supplement our policies and procedures in underwriting consumer loans. Our loan
policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also
minimize our risk. Residential real estate loans are included in consumer loans. We generally require mortgage title insurance and hazard insurance on these residential real estate loans.

Consumer and other loans increased $62.8 million, or 9.9%, to $696.5 million as of December 31, 2021, from $633.8 million as of December 31, 2020. The increase in these loans was primarily a
result of a $27.4 million increase in residential mortgage loans and a $34.9 million increase in consumer auto loans as a result of increased auto and home buyer demand. As of December 31, 2021, our consumer loan portfolio was comprised of
$387.7 million in 1-4 family residential loans, $240.7 million in auto loans, and $68.1 million in other consumer loans.

Construction. Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten
based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control
costs of the projects.

Construction loans increased $52.4 million, or 55.4%, to $146.9 million as of December 31, 2021 from $94.5 million as of December 31, 2020. The increase resulted from continued higher demand
for residential construction as a result of home shortages in many of our markets as lower mortgage interest rates increased the number of buyers for homes.

Paycheck Protection Program. In April 2020, we began originating loans to qualified small businesses under the PPP administered by the SBA under
the provisions of the CARES Act. Loans covered by the PPP may be eligible for loan forgiveness for certain costs incurred related to payroll, group health care benefit costs and qualifying mortgage, rent and utility payments. The remaining loan
balance after forgiveness of any amounts is still fully guaranteed by the SBA. Terms of the PPP loans include the following (i) maximum amount limited to the lesser of $10 million or an amount calculated using a payroll-based formula, (ii)
maximum loan term of five years, (iii) interest rate of 1.00%, (iv) no collateral or personal guarantees are required, (v) no payments are required for six months following the loan disbursement date and (vi) loan forgiveness up to the full
principal amount of the loan and any accrued interest, subject to certain requirements including that no more than 25% of the loan forgiveness amount may be attributable to non-payroll costs. In return for processing and booking the loan, the
SBA paid the lender a processing fee tiered by the size of the loan (5% for loans of not more than $350 thousand; 3% for loans more than $350 thousand and less than $2 million; and 1% for loans of at least $2 million). At December 31, 2021, PPP
loans totaled approximately $40.2 million which are included in commercial general loans.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include
commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure
to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit to our customers is represented by the contractual or notional amount of those
instruments. Commitments to extend credit and standby letters of credit are not recorded as an asset or liability by the Company until the instrument is exercised. The contractual or notional amounts of those instruments reflect the extent of
involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company
uses the same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments. The amount and nature of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on
management’s credit evaluation of the potential borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support
public and private short-term borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those
commitments for which collateral is deemed necessary.

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The following table summarizes commitments we have made as of the dates presented.

December 31,
20212020
(Dollars in thousands)
Commitments to grant loans and unfunded commitments under lines of credit$542,338$417,798
Standby letters of credit12,41810,481
Total$554,756$428,279

Allowance for Loan Losses

The allowance for loan losses provides a reserve against which loan losses are charged as those losses become evident. Management evaluates the appropriate level of the allowance for loan
losses on a quarterly basis. The analysis takes into consideration the results of an ongoing loan review process, the purpose of which is to determine the level of credit risk within the portfolio and to ensure proper adherence to underwriting
and documentation standards. Additional allowances are provided to those loans which appear to represent a greater than normal exposure to risk. The quality of the loan portfolio and the adequacy of the allowance for loan losses is reviewed by
regulatory examinations and the Company’s auditors. The allowance for loan losses consists of two elements: (1) specific valuation allowances established for probable losses on specific loans and (2) historical valuation allowances calculated
based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

To determine the adequacy of the allowance, the loan portfolio is broken into categories based on loan type. Historical loss experience factors by category, adjusted for changes in trends and
conditions, are used to determine an indicated allowance for each portfolio category. These factors are evaluated and updated based on the composition of the specific loan portfolio. Other considerations include volumes and trends of
delinquencies, nonaccrual loans, levels of bankruptcies, criticized and classified loan trends, expected losses on real estate secured loans, new credit products and policies, economic conditions, concentrations of credit risk, and the
experience and abilities of the Company’s lending personnel. In addition to the portfolio evaluations, impaired loans with a balance of $250 thousand or more are individually evaluated based on facts and circumstances of the loan to determine
if a specific allowance amount may be necessary. Specific allowances may also be established for loans whose outstanding balances are below the above threshold when it is determined that the risk associated with the loan differs significantly
from the risk factor amounts established for its loan category.

The allowance for loan losses was $42.1 million at December 31, 2021 compared to $45.6 million at December 31, 2020, an decrease of $3.5 million, or 7.6%. The decrease is primarily a result
of a negative provision of $2.0 million being recorded in June 2021 based on general improvement in the economy, a decline in the amount of loans actively under a modification, and a decrease in nonperforming loans.

The following table provides an analysis of the allowance for loan losses and other data at the dates indicated.

As of December 31,
202120202019
(Dollars in thousands)
Average loans outstanding during period(1)
Commercial real estate$705,516$654,923$538,441
Commercial – specialized336,754318,141296,910
Commercial – general490,945545,391414,512
Consumer:
1-4 family residential374,609362,415354,332
Auto loans227,301205,849205,306
Other consumer68,10670,47871,609
Construction124,84090,27784,344
Loans held for sale92,13078,15832,329
Total average loans outstanding during period$2,420,201$2,325,632$1,997,783
Net charge-offs during the period
Commercial real estate$(109)$(295)$(431)
Commercial – specialized111,041231
Commercial – general4591,601(227)
Consumer:
1-4 family residential44(75)375
Auto loans483973885
Other consumer653970820
Construction(4)(1)75
Total net charge-offs during the period$1,537$4,214$1,728
Total loans held for investment outstanding$2,437,577$2,221,583$2,143,623
Nonaccrual loans$9,518$13,718$4,693
Allowance for loan losses$42,098$45,553$24,197
Ratio of allowance to total loans held for investment1.73%2.05%1.13%
Ratio of allowance to nonaccrual loans442.30%332.07%515.60%
Ratio of nonaccrual loans to total loans held for investment0.39%0.62%0.22%
Ratio of net charge-offs to average loans during the period
Commercial real estate(0.02)%(0.05)%(0.08)%
Commercial – specialized0.33%0.08%
Commercial – general0.09%0.29%(0.05)%
Consumer:
1-4 family residential0.01%(0.02)%0.11%
Auto loans0.21%0.47%0.43%
Other consumer0.96%1.38%1.15%
Construction0.09%
Total ratio of net charge-offs to average loans during the period0.06%0.18%0.09%
Column 1Column 2
(1)Average outstanding balances include loans held for sale.

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Net charge-offs totaled $1.5 million and were 0.06% of average loans outstanding for the year ended December 31, 2021, compared to $4.2 million and 0.18% for the year ended December 31, 2020. The decrease in net
charge-offs was primarily the result of a $518 thousand charge-off on a retail commercial relationship in the first quarter of 2020, a $822 thousand charge-off of an acquired direct energy relationship in the second quarter of 2020, and a $451
thousand charge-off of a commercial credit in the third quarter of 2020, as well as other smaller commercial-general charge-offs during 2020. The allowance for loan losses as a percentage of loans held for investment was 1.73% at December 31,
2021 and 2.05% at December 31, 2020.

While the entire allowance is available to absorb losses from any part of our loan portfolio, the following table sets forth the allocation of the allowance for loan losses for the years
presented and the percentage of allowance in each classification to total allowance:

As of December, 31
202120202019
Amount% of TotalAmount% of TotalAmount% of Total
(Dollars in thousands)
Commercial real estate$17,24541.0%$18,96241.6%$5,04920.9%
Commercial – specialized4,36310.45,76012.62,2879.5
Commercial – general8,46620.19,22720.39,60939.7
Consumer:
1-4 family residential5,26812.54,64610.22,0938.6
Auto loans3,6538.74,2269.33,38514.0
Other consumer1,3573.21,6713.71,3415.5
Construction1,7464.11,0612.34331.8
Total allowance for loan losses$42,098100.0%$45,553100.0%$24,197100.0%

Nonperforming Loans

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on
which the accrual of interest has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management,
there is a reasonable doubt as to collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on
nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full
collectability of principal and interest is probable.

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A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include loans on
nonaccrual status and performing restructured loans. Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s
circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less
estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is determined by independent
appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring
process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not
collectible and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold and is initially recorded at fair value less
costs to sell when acquired, establishing a new cost basis.

Nonperforming loans include nonaccrual loans and loans past due 90 days or more. Nonperforming assets consist of nonperforming loans plus OREO.

At December 31, 2021, our total nonaccrual loans were $9.5 million, or 0.39% of total loans held for investment, as compared to $13.7 million, or 0.62% of total loans held for investment, at
December 31, 2020. These loans were reviewed for impairment and specific valuation allowances were established as necessary and included in the allowance for loan losses as of December 31, 2021 to cover any probable loss. The decrease in the
year ended December 31, 2021 was primarily due to two nonaccrual commercial real estate loans totaling $3.7 million paying off in 2021. This reduction was partially offset by an increase of $1.2 million in six consumer 1-4 family residential
loans being placed on nonaccrual in 2021.

Nonperforming loans were $10.6 million at December 31, 2021 and $15.0 million at December 31, 2020.

Troubled Debt Restructurings

In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring, or
TDR. Included in certain loan categories of impaired loans are TDRs on which we have granted certain material concessions to the borrower as a result of the borrower experiencing financial difficulties. The concessions granted by us may
include, but are not limited to: (1) a modification in which the maturity date, timing of payments or frequency of payments is modified, (2) an interest rate lower than the current market rate for new loans with similar risk, or (3) a
combination of the first two factors.

If a borrower on a restructured accruing loan has demonstrated performance under the previous terms, is not experiencing financial difficulty and shows the capacity to continue to perform
under the restructured terms, the loan will remain on accrual status. Otherwise, the loan will be placed on nonaccrual status until the borrower demonstrates a sustained period of performance, which generally requires six consecutive months of
payments. Loans identified as TDRs are evaluated for impairment using the present value of the expected cash flows or the estimated fair value of the collateral, if the loan is collateral dependent. The fair value is determined, when possible,
by an appraisal of the property less estimated costs related to liquidation of the collateral. The appraisal amount may also be adjusted for current market conditions. Adjustments to reflect the present value of the expected cash flows or the
estimated fair value of collateral dependent loans are a component in determining an appropriate allowance for loan losses, and as such, may result in increases or decreases to the provision for loan losses in current and future earnings.

We had no loans restructured as TDRs during 2021, 2020, or 2019. TDRs are excluded from our nonperforming loans unless they otherwise meet the definition of nonaccrual loans or past due 90
days or more.

COVID-19 Industry Exposures. The Company’s COVID-19 industry exposures at December 31, 2021 were:

Column 1Column 2Column 3
Restaurant and retail owner-occupied loans totaled $122.4 million, or 5.0% of total loans. The average loan size is $448 thousand. There was $1.9 million in classified loans, $6 thousand in loans past due 30 days or more, and $1.2 million in nonaccrual loans. The related allowance for loan losses to total restaurant and retail owner-occupied loans is 2.56%. As of December 31, 2021, none of these loans were active modifications as a result of the COVID-19 pandemic.
Column 1Column 2Column 3
Hospitality and assisted living center loans totaled $112.9 million, or 4.6% of total loans. The average loan size is $2.7 million. There was $39.0 million in classified loans, no loans past due 30 days or more, and $1.1 million in nonaccrual loans. The related allowance for loan losses to total hospitality and assisted living center loans is 7.81%. As of December 31, 2021, approximately 14% of these loans were active modifications as a result of the COVID-19 pandemic. All of these modifications have original modified terms that extended up to 18 months. The Company expects that these remaining modified loans will return to full payment status at the end of their respective modification period.

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Oil and Gas Exposures. The Company’s direct energy sector loans totaled $118.8 million (or 4.9% of total loans) at December 31, 2021. There was $5.6
million in classified loans, $9 thousand in loans past due 30 days or more, and $44 thousand in nonaccrual loans. Management has expanded the monitoring of the loans in this category. The related allowance for loan losses to direct energy loans
is 1.76%. As of December 31, 2021, none of these loans were active modifications as a result of the COVID-19 pandemic.

Securities Portfolio

The securities portfolio is the second largest component of the Company’s interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the
financial condition of the Company. The securities portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a
depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and
interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning asset when loan
demand is weak or when deposits grow more rapidly than loans.

The securities portfolio consists of securities classified as either held-to-maturity or available-for-sale. Securities consist primarily of state and municipal securities, mortgage-backed
securities and U.S. government sponsored agency securities. We determine the appropriate classification at the time of purchase. All held-to-maturity securities are reported at amortized cost, adjusted for premiums and discounts that are
recognized in interest income using the interest method over the period to maturity. All available-for-sale securities are reported at fair value.

Total securities at December 31, 2021 were $724.5 million, representing an decrease of $78.6 million, or 9.8%, compared to $803.1 million at December 31, 2020. The decrease
was primarily due to $120.3 million in maturities, prepayments, and calls, partially offset by $61.5 million in purchases and a $15.5 million decline in the unrealized gain at December 31, 2021 compared to December 31, 2020.

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At December 31, 2021, we evaluated the securities which had an unrealized loss for
other-than-temporary impairment and determined all declines in value to be temporary. We anticipate full recovery of amortized cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate
environment. We do not intend to sell these securities and it is not probable that we will be required to sell them before recovery of the amortized cost basis, which may be at maturity.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the date presented. Expected maturities
may differ from contractual maturities if borrowers have the right to call or prepay obligation with or without call or prepayment penalties.

As of December 31, 2021
Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Ten YearsDue after Ten Years
Amortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average YieldAmortized CostWeighted Average Yield
(Dollars in thousands)
Available-for-sale
U.S. government and agencies$$%$%$%
State and municipal1,9392.747,5632.5810,5022.11245,1392.24
Mortgage-backed securities1,4761.4359,1162.20242,3811.86
Collateralized mortgage obligations106,7330
Asset-backed and other amortizing securities2,3282.9023,7182.82
Other securities12,0004.47
Total available-for-sale$1,9392.74%$9,0392.39%$190,6791.43%$511,2382.09%

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Deposits

Deposits represent the Company’s primary and most vital source of funds. We offer a variety of deposit products including demand deposits accounts, interest-bearing products, savings accounts
and certificate of deposits. We put continued effort into gathering noninterest-bearing demand deposit accounts through loan production, customer referrals, marketing staffs, mobile and online banking and various involvements with community
networks.

Total deposits at December 31, 2021 were $3.34 billion, representing an increase of $366.9 million, or 12.3%, compared to $2.97 billion at December 31, 2020. The increase in total deposits
since December 31, 2020 is primarily due to organic growth, customers depositing funds received from PPP loans and maintaining higher balances, and other government stimulus payments and programs. We anticipate that as customers spend down
their PPP loan funds, this may result in a reduction in deposits. As of December 31, 2021, 32.1% of total deposits were comprised of noninterest-bearing demand accounts, 57.8% of interest-bearing non-maturity accounts and 10.1% of time
deposits.

The following table summarizes our average deposit balances and weighted average rates for the periods indicated:

202120202019
Average BalanceWeighted Average RateAverage BalanceWeighted Average RateAverage BalanceWeighted Average Rate
(Dollars in thousands)
Noninterest-bearing deposits$1,016,835%$888,653%$570,428%
Interest-bearing deposits:
NOW and interest-bearing demand accounts355,2740.03329,4310.13266,9910.35
Savings accounts132,4260.09113,6810.0971,7540.20
Money market accounts1,353,9780.291,209,9760.481,109,5751.38
Time deposits329,5091.25331,6231.68319,8111.89
Total interest-bearing deposits2,171,1870.381,984,7110.601,768,1311.27
Total deposits$3,188,0220.26%$2,873,3640.41%$2,338,5590.96%

The scheduled maturities of uninsured certificates of deposits or other time deposits as of December 31, 2021 follows:

(Dollars in thousands)Three MonthsThree to Six MonthsSix to 12 MonthsAfter 12 MonthsTotal
$6,135$12,072$39,261$24,513$81,981

The estimated amount of uninsured deposits as of December 31, 2021 was $1.07 billion.

Time deposits issued in amounts of more than $250 thousand represent the type of deposit most likely to affect the Company’s future earnings because of interest rate sensitivity. The
effective cost of these funds is generally higher than other time deposits because the funds are usually obtained at premium rates of interest.

Borrowed Funds

In addition to deposits, we utilize advances from the FHLB and other borrowings as a supplementary funding source to finance our operations.

FHLB Advances. The FHLB allows us to borrow, both short and long-term, on a blanket floating lien status collateralized by first mortgage loans and
commercial real estate loans as well as FHLB stock. At December 31, 2021 and December 31, 2020 we had total remaining borrowing capacity from the FHLB of $903.9 million and $512.5 million, respectively.

The following table sets forth our long-term FHLB borrowings as of and for the periods indicated:

As of and for the Year Ended December 31,
20212020
(Dollars in thousands)
Amount outstanding at year-end$$75,000
Weighted average interest rate at year-end0.21%
Maximum month-end balance during the year$75,000$170,000
Average balance outstanding during the year$19,641$116,517
Weighted average interest rate during the year0.19%0.44%

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Federal Reserve Bank of Dallas. The Bank has a line of credit with the FRB. The amount of the line is determined on a monthly basis by the Federal
Reserve Bank. The line is collateralized by a blanket floating lien on all agriculture, commercial and consumer loans. The amount of the line was $593.6 million and $700.8 million at December 31, 2021 and 2020, respectively.

The Company has used FHLB letters of credit to pledge to certain public deposits. The balance of the FHLB letters of credit at December 31, 2020 was $199.0 million. These letters of credit
expired in July 2021 and the Company began pledging securities to these public funds rather than renewing the letters of credit. As a result, there were no FHLB letters of credit outstanding at December 31, 2021.

The following table sets forth our FRB borrowings as of and for the periods indicated:

As of and for the Year Ended December 31,
20212020
(Dollars in thousands)
Amount outstanding at year-end$$
Weighted average interest rate at year-end%%
Maximum month-end balance during the year$$
Average balance outstanding during the year$$1,209
Weighted average interest rate during the year%0.22%

Lines of Credit. The Bank has uncollateralized lines of credit with multiple banks as a source of funding for liquidity management. The total amount
of the lines was $160.0 million and $165.0 million as of December 31, 2021 and 2020. The lines were not used at December 31, 2021 and 2020.

Subordinated Debt Securities

In December 2018, the Company issued $26.5 million in subordinated debt securities. $12.4 million of the securities have a maturity date of December 2028 and an average fixed rate of 5.74%
for the first five years. The remaining $14.1 million of securities have a maturity date of December 2030 and an average fixed rate of 6.41% for the first seven years. After the fixed rate periods, all securities will float at the Wall Street
Journal prime rate, with a floor of 4.5% and a ceiling of 7.5%. These securities pay interest quarterly, are unsecured, and may be called by the Company at any time after the remaining maturity is five years or less. Additionally, these
securities are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

On September 29, 2020, the Company issued $50.0 million in subordinated debt securities. Proceeds were reduced by approximately $926 thousand in debt issuance costs. The securities
have a maturity date of September 2030 with a fixed rate of 4.50% for the first five years. After the expiration of the fixed rate period, the securities will reset quarterly at a variable rate equal to the then current three-month
Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 438 basis points. These securities pay interest semi-annually, are unsecured, and may be called by the Company at any
time after the remaining maturity is five years or less. Additionally, these securities are intended to qualify for Tier 2 capital treatment, subject to regulatory limitations.

As of December 31, 2021, the total amount of subordinated debt securities outstanding was $76.5 million less approximately $697 thousand of remaining debt issuance costs for a total balance
of $75.8 million.

Junior Subordinated Deferrable Interest Debentures and Trust Preferred Securities. Between March 2004 and June 2007, the Company formed three
wholly-owned statutory business trusts solely for the purpose of issuing trust preferred securities, the proceeds of which were invested in junior subordinated deferrable interest debentures. The trusts are not consolidated and the debentures
issued by the Company to the trusts are reflected in the Company’s consolidated balance sheets. The Company records interest expense on the debentures in its consolidated financial statements. The amount of debentures outstanding was $46.4
million at December 31, 2021 and 2020. Company has the right, as has been exercised in the past, to defer payments of interest on the securities for up to twenty consecutive quarters. During such time, corporate dividends may not be paid.

The chart below indicates certain information, as of December 31, 2021, about each of the statutory trusts and the junior subordinated deferrable interest debentures, including the date the
junior subordinated deferrable interest debentures were issued, outstanding amounts of trust preferred securities and junior subordinated deferrable interest debentures, the maturity date of the junior subordinated deferrable interest
debentures, the interest rates on the junior subordinated deferrable interest debentures and the investment banker.

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Name of TrustIssue DateAmount of Trust Preferred SecuritiesAmount of DebenturesStated Maturity Date of Trust Preferred Securities and Debentures(1)Interest Rate of Trust Preferred Securities and Debentures(2)(3)
(Dollars in thousands)
South Plains Financial Capital Trust III2004$10,000$10,31020343-mo. LIBOR + 265 bps; 2.77%
South Plains Financial Capital Trust IV200520,00020,619203533-mo. LIBOR + 139 bps; 1.59%
South Plains Financial Capital Trust V200715,00015,46420373-mo. LIBOR + 150 bps; 1.70%
Total$45,000$46,393
Column 1Column 2
(1)May be redeemed at the Company’s option.
Column 1Column 2
(2)Interest payable quarterly with principal due at maturity.
Column 1Column 2
(3)Rate as of last reset date, prior to December 31, 2021.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow
needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to
meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on the Company’s
net interest income. Interest rate-sensitive assets and liabilities are those with yields or rates that are subject to change within a future time period due to maturity or changes in market rates. The model is used to project future net
interest income under a set of possible interest rate movements. The Company’s Investment/Asset Liability Committee reviews this information to determine if the projected future net interest income levels would be acceptable. The Company
attempts to stay within acceptable net interest income levels.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent
banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount
window.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios,
and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain adequate cash levels through
profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Capital Requirements

Total shareholders’ equity increased to $407.4 million as of December 31, 2021, compared to $370.0 million as of December 31, 2020. The increase from December 31, 2020 was primarily the
result of $58.6 million in net earnings for the year ended December 31, 2021, partially offset by a decrease in accumulated other comprehensive gain of $7.6 million, net of tax, and by $5.4 million in dividends paid.

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain
mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective
action” (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and
classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain
minimum amounts and ratio of CET1 capital, tier 1 capital and total capital to risk-weighted assets and of tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

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The risk-based capital ratios measure the adequacy of a bank’s capital against the riskiness of its assets and off-balance sheet activities. Failure to maintain adequate capital is a basis
for “prompt corrective action” or other regulatory enforcement action. In assessing a bank’s capital adequacy, regulators also consider other factors such as interest rate risk exposure; liquidity, funding and market risks; quality and level of
earnings; concentrations of credit, quality of loans and investments; risks of any nontraditional activities; effectiveness of bank policies; and management’s overall ability to monitor and control risks.

At December 31, 2021, both we and the Bank met all the capital adequacy requirements to which we and the Bank were subject. At December 31, 2021, we and the Bank were “well capitalized” under
the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2021 that would materially adversely change such capital classifications. From time to time, we may need to
raise additional capital to support our and the Bank’s further growth and to maintain our “well capitalized” status.

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the
Bank’s capital ratios as of the dates indicated. We and the Bank exceeded all regulatory capital requirements under Basel III and the Bank was considered to be “well-capitalized” as of the dates reflected in the table below.

ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2021:
Total capital (to risk-weighted assets)
Consolidated$524,83618.40%$299,52110.50%N/AN/A
Bank425,74814.93%299,46510.50%$285,20510.00%
Tier 1 capital (to risk-weighted assets)
Consolidated413,32214.49%242,4698.50%N/AN/A
Bank390,01513.67%242,4248.50%228,1648.00%
CET 1 capital (to risk-weighted assets)
Consolidated368,32212.91%199,6817.00%N/AN/A
Bank390,01513.67%199,6447.00%185,3836.50%
Tier 1 capital (to average assets)
Consolidated413,32210.77%154,5924.00%N/AN/A
Bank390,01510.16%154,5034.00%191,8595.00%
ActualMinimum Capital Requirement with Capital BufferMinimum To be Considered Well Capitalized
AmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
As of December 31, 2020:
Total capital (to risk-weighted assets)
Consolidated$473,42519.08%$260,53110.50%N/AN/A
Bank404,13816.29%260,48110.50%$248,07710.00%
Tier 1 capital (to risk-weighted assets)
Consolidated366,63914.78%210,9068.50%N/AN/A
Bank372,94715.03%210,8668.50%198,4628.00%
CET 1 capital (to risk-weighted assets)
Consolidated321,63912.96%173,6887.00%N/AN/A
Bank372,94715.03%173,6547.00%161,2506.50%
Tier 1 capital (to average assets)
Consolidated366,63910.24%144,3474.00%N/AN/A
Bank372,94710.42%144,2824.00%178,9995.00%

Treasury Stock

We repurchased stock in accordance with its stock repurchase programs during 2021 and 2020. In 2021, we repurchased 393,529 shares of common stock for a total of $9.2 million. In 2020, we
repurchased 19,035 shares of common stock for a total of $293 thousand. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities”, of this Report for further
information.

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Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our interest rate risk policy provides management with the guidelines for effective funds
management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets
and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net
interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. Based upon the nature of our operations, we are not subject to foreign exchange
or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the Investment/Asset/Liability Committee, or the ALCO Committee, in accordance with policies approved by the Bank’s Board. The ALCO Committee
formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO Committee considers the impact on earnings and capital on the current outlook on interest rates,
potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO Committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the
book and market values of assets and liabilities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO Committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer
and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation
model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest
rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model. The average lives of non-maturity deposit accounts are based on decay assumptions and are incorporated into the model.
All of the assumptions used in our analyses are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest
income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run a simulation model for a static balance sheet and other scenarios. These models test the impact on net interest income from changes in market interest rates under
various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a 12-month and 24-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous
parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding
internal rate risk simulations currently specifies that for gradual parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 7.5% for a 100 basis point shift,
15% for a 200 basis point shift, and 22.5% for a 300 basis point shift.

The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

As of December 31,
20212020
Change in Interest Rates (Basis Points)Percent Change in Net Interest IncomePercent Change in Net Interest Income
+3006.895.33
+2004.532.90
+1002.021.06
-100(1.05)(1.24)

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. These require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

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The Company’s asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes
the impact of inflation on financial results depends upon the Company’s ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same
direction, or at the same magnitude, as the prices of other goods and services. However, other operating expenses do reflect general levels of inflation. Management seeks to manage the relationship between interest rate-sensitive assets and
liabilities in order to protect against wide net interest income fluctuations, including those resulting from inflation. Various information shown elsewhere in this Report will assist in the understanding of how well the Company is positioned
to react to changing interest rates and inflationary trends. In particular, additional information related to the Company’s interest rate-sensitive assets and liabilities is contained in this Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of this Report under the heading “Interest Rate Sensitivity and Market Risk.”

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial
measures discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the
effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the U.S. in our statements
of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in
accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated
in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how
other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per share is a non-GAAP measure generally used by investors, financial analysts and
investment bankers to evaluate financial institutions. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share. We believe that the tangible book value per common share measure
is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing
total book value while not increasing our tangible book value.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial
analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of
accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets. We believe that this measure is important to many investors in the
marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both
total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and then presents book value per
common share, tangible book value per common share, total stockholders’ equity to total assets, and tangible common equity to tangible assets:

As of December 31,
202120202019
(Dollars in thousands)
Total stockholders’ equity$407,427$370,048$306,182
Less: Goodwill and other intangibles(25,403)(27,070)(27,389)
Tangible common equity$$ 382,024$342,978$278,793
Total assets$3,901,855$3,599,160$3,237,167
Less: Goodwill and other intangibles(25,403)(27,070)(27,389)
Tangible assets$3,876,452$3,572,090$3,209,778
Shares outstanding17,760,24318,076,36418,036,115
Total stockholders’ equity to total assets10.44%10.28%9.46%
Tangible common equity to tangible assets9.85%9.60%8.69%
Book value per share$22.94$20.47$16.98
Tangible book value per share$21.51$18.97$15.46

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Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to GAAP and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP,
management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and
judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. In
particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

The Jumpstart Our Business Startups Act (the “JOBS Act”) permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have
elected to take advantage of this extended transition period, which means that the financial statements included in this Report, as well as any financial statements that we file in the future, will not be subject to all new or revised
accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that we believe require us to make the most complex or subjective decisions or assessments.
Additional information about these policies can be found in Note 1 of the Company’s consolidated financial statements as of December 31, 2021.

Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned consolidated
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents. The Company includes all cash on hand, balances due from other banks, and Federal funds sold, all of which have original
maturities within three months, as cash and cash equivalents.

Securities. Investment securities may be classified into trading, held-to-maturity, or available-for-sale portfolios. Securities that are held
principally for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities not classified
as trading or held-to-maturity are available-for-sale and are reported at fair value with unrealized gains and losses excluded from earnings, but included in the determination of other comprehensive income. Management uses these assets as part
of its asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at
the time of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Realized gains and losses and declines in value judged to be other-than-temporary are included
in gain or loss on sale of securities. The cost of securities sold is based on the specific identification method.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their
outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan
origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by
GAAP.

Loans are placed on non-accrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days
past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.
Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings.
Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Company’s allowance for loan losses consists of
specific valuation allowances established for probable losses on specific loans and general valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, judgmentally
adjusted for general economic conditions and other qualitative risk factors internal and external to the Company.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s review of the collectability of the loans in light of historical experience, the nature and volume of
the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that
are susceptible to significant revision as more information becomes available. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic
environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are generally secured by specific items of
collateral including real property, crops, livestock, consumer assets, and other business assets.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition,
regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to
them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be
estimated.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due
according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250 thousand are specifically reviewed to determine if they are impaired. Factors considered by management in determining whether a
loan is impaired include payment status and the sources, amounts, and probabilities of estimated cash flow available to service debt in relation to amounts due according to contractual terms. Loans that experience insignificant payment delays
and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan
and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Loans that are determined to be impaired are then evaluated to determine estimated impairment, if any. GAAP allows impairment to be measured on a loan-by-loan basis by either the present
value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loans that are not individually determined to be
impaired or are not subject to the specific review of impaired status are subject to the general valuation allowance portion of the allowance for loan loss.

Loans Held for Sale. Loans held for sale are comprised of residential mortgage loans. Loans that are originated for best efforts delivery are carried
at the lower of aggregate cost or fair value as determined by aggregate outstanding commitments from investors or current investor yield requirements. All other loans held for sale are carried at fair value. Loans sold are typically subject to
certain indemnification provisions with the investor; management does not believe these provisions will have any significant consequences.

Mortgage Servicing Rights Asset. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
income statement effect recorded in net gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates present value of
estimated future servicing income.

Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports change in fair value of servicing assets in earnings in the
period in which the changes occur, and are included with other noninterest income in the CFS. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and
default rates and losses.

Goodwill and Other Intangible Assets. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the
consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events and
circumstances exist that indicate that an impairment test should be performed. Intangible assets with definite lives are amortized over their estimated useful lives.

Recently Issued Accounting Pronouncements

See Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included elsewhere in this Report regarding the impact of new accounting
pronouncements which we have adopted.