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The following discussion and analysis of our results of operations and financial condition should be read in conjunction with Forbright, Inc.’s consolidated financial statements and the related notes appearing elsewhere in this “Report and the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” section included in Forbright, Inc’s Registration Statement on Form S-1 with the Securities and Exchange Commission. This discussion and analysis contain forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may not be realized. Certain risks, uncertainties and other factors, including those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report, may cause actual results to differ materially from those forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements.
The following discussion presents management’s perspective on our historical results of operations and financial condition on a consolidated basis. Because we conduct all our material business and business operations through the Bank, and its subsidiaries, the discussion and analysis primarily focus on activities conducted at the Bank subsidiary level.
OVERVIEW
Forbright, Inc. (the “Parent”), along with its subsidiaries (“Forbright,” the “Company,” “we,” “our,” “us,” or similar terms) operates at the intersection of two powerful, structural forces reshaping the U.S. banking sector: the rapidly evolving needs of the $10 trillion national middle market and the broadly accelerating shift toward digital-first banking. Together, these trends have created a distinctive opportunity for the establishment and growth of a category-defining bank of the future, combining modern technology, differentiated lending and deposit products, and scaled fee-based businesses to serve dynamic middle-market companies and consumers.
Forbright offers a modern financial services platform spanning nationwide middle-market lending, digital consumer banking, strategic advisory and asset management services. We trace our history back to Congressional Bank, established in 2003, but our period of growth and modernization began in 2020 when John Delaney returned from public service to the private sector to lead a $369 million capital infusion in 2021 as well as the reimagining and rebranding of the Company to support our new growth strategy. A key to our success in building Forbright has been management’s differentiated ability to leverage its experience and relationships to attract and retain world-class talent aligned with our mission.
We believe our business model represents a significant evolution of the traditional commercial banking paradigm, which is often largely limited by geographic footprint and relies on non-interest-bearing deposit funding that has come under structural pressure as depositors have increasingly sought yield-bearing alternatives in the recent high interest-rate environment. We function as a precision-guided platform designed to deliver substantial value to customers across both the asset and liability sides of our balance sheet, while maximizing returns for our stockholders. From December 31, 2020 to December 31, 2025, consolidated assets grew from $1.9 billion to $7.9 billion and net income grew from $12.2 million to $87.9 million. As of June 30, 2026, consolidated assets were $8.5 billion and for the six months ended June 30, 2026 net income was $15.8 million.
During the periods presented, our business strategy focused on balance sheet growth, managing credit risk, expansion of lending activities on a national basis, diversifying our funding sources, and maintaining capital and liquidity levels that support these objectives.
Our discussion and analysis of results of operations and financial condition is intended to provide the reader with information that will assist in the understanding of our business, results of operations, financial condition, changes in key items in our financial statements from period to period, and the primary factors that we use to evaluate our business.
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CRITICAL ACCOUNTING ESTIMATES
We prepare our Consolidated Financial Statements according to GAAP. Preparing these statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities on the balance sheet and the reported amounts of revenues and expenses during the reporting period on the statement of income. Our most significant critical accounting estimate relates to the ACL, which represents management’s estimate of expected lifetime credit losses on loans held for investment at amortized cost, held-to-maturity securities, and financing receivables held for investment at amortized cost, and is determined using historical loss experience, current conditions, and reasonable and supportable forecasts, with accrued interest receivable excluded from the measurement. We also apply significant judgment in assessing the realizability of the net operating loss portion of our deferred tax assets, which depend primarily on our ability to generate sufficient future taxable income and may be affected by changes in operating results, tax laws, or other assumptions.
Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Registration Statement on Form S-1.
NON-GAAP FINANCIAL MEASURES
This Report contains “non-GAAP financial measures” within the meaning of Item 10(e) of Regulation S-K. Non-GAAP financial measures are financial measures that are not presented in accordance with GAAP. We use these non-GAAP financial measures in the internal evaluation of our performance and management of our business as well as to explain our results of operations to stockholders and the wider investment community. The following non-GAAP financial measures appear in this Report:
•Tangible common equity - We calculate tangible common equity by deducting goodwill and other intangible assets from stockholder’s equity.
•Tangible common equity per common share - We calculate tangible common equity per common share by dividing tangible common equity, as defined above, by our total common shares outstanding for the period, excluding the dilutive effect of outstanding stock options and restricted stock units, and including the effect of outstanding shares from restricted stock awards.
•Return on average tangible common equity - We calculate return on average tangible common equity by dividing net income for the period plus intangible asset amortization on an after-tax basis, by average tangible common equity over the same period. Adjusted net income, used for the calculation of return on average tangible common equity, is calculated by deducting the tax effected amount of intangible asset amortization from net income.
•Non-core gains/(losses) on sales of loans and investment securities, net - We calculate non-core gains/(losses) on sales of loans and investment securities, net by deducting gains from sales of loans to Alliance Partners from gains/(losses) on sales of loans and investment securities, net, as reported on the Consolidated Statements of Income.
•Core and non-core non-interest income - Core non-interest income equals total non-interest income less (a) non-core gains/(losses) on sales of loan and investment securities, net, (b) unrealized gains on loans and financing receivables, net, (c) rental income and (d) other income. Non-core non-interest income equals total non-interest income less core non-interest income.
•Adjusted total revenue - We calculate adjusted total revenue by deducting non-core non-interest income from total revenue.
•Pre Provision Net Revenue - We calculate pre provision net revenue by adding provision for credit losses to income before income taxes.
We believe that these non-GAAP financial measures and the information they provide are useful to investors because these measures allow investors to view our performance in the same manner our management evaluates performance. Although we believe these non-GAAP financial measures are useful in evaluating our performance,
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these non-GAAP financial measures should not be considered in isolation or as a substitution for the most directly comparable or other financial measures presented in this Report under GAAP. Additionally, the manner in which we calculate these non-GAAP financial measures may be different from how other companies calculate financial measures with similar names.
As of andFor the Three Months Ended As of andFor the Six Months Ended
(dollars in thousands, except per share data) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Tangible common equity
Stockholders’ equity (GAAP) $ 967,163 $ 831,195 $ 967,163 $ 752,296
Less:
Goodwill 18,519 18,519 18,519 18,519
Other intangible assets 17,445 12,883 17,445 13,847
Tangible common equity (non-GAAP) $ 931,199 $ 799,793 $ 931,199 $ 719,930
Total common shares outstanding 49,697,208 40,847,557 49,697,208 40,658,442
Stockholders’ equity per total common share outstanding (GAAP) $ 19.46 $ 20.35 $ 19.46 $ 18.50
Tangible common equity per total common share outstanding (non-GAAP) $ 18.74 $ 19.58 $ 18.74 $ 17.71
Return on average tangible common equity
Average stockholders equity (GAAP) $ 872,759 $ 839,162 $ 855,958 $ 748,175
Less:
Average goodwill 18,519 18,519 18,519 18,519
Average other intangible assets 12,839 13,069 12,953 14,239
Average tangible common equity (non-GAAP) $ 841,401 $ 807,574 $ 824,486 $ 715,417
Net income (GAAP) $ 4,122 $ 11,632 $ 15,754 $ 26,236
Add:
Intangible asset amortization, net of tax 476 210 686 505
Adjusted net income (non-GAAP) $ 4,598 $ 11,842 $ 16,440 $ 26,741
Return on average stockholders’ equity (GAAP) 1.89 % 5.62 % 3.71 % 7.07 %
Return on average tangible common equity (non-GAAP) 2.19 % 5.95 % 4.02 % 7.54 %
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As of andFor the Three Months Ended As of andFor the Six Months Ended
(dollars in thousands, except per share data) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Non-core gains/(losses) on sales of loans and investment securities, net (non-GAAP)
Gains/(losses) on sales of loans and investment securities, net (GAAP) $ 252 $ (34) $ 218 $ 2,170
Less:
Gains on sales of loans by Alliance Partners 252 253 505 1,024
Non-core gains/(losses) on sales of loans and investment securities, net (non-GAAP) $ — $ (287) $ (287) $ 1,146
Core and non-core non-interest income
Non-interest income (GAAP) $ 21,846 $ 15,584 $ 37,430 $ 25,292
Less:
Non-core gains/(losses) on sales of loans and investment securities, net (non-GAAP) — (287) (287) 1,146
Unrealized gains/(losses) on loans and financing receivables, net (963) (1,335) (2,298) 2,746
Rental income 1,225 — 1,225 —
Other (included in other non-interest income) (137) (756) (893) (91)
Core non-interest income (non-GAAP) $ 21,721 $ 17,962 $ 39,683 $ 21,491
Non-core non-interest income (non-GAAP) $ 125 $ (2,378) $ (2,253) $ 3,801
Adjusted total revenue
Net interest income $ 63,145 $ 59,558 $ 122,703 $ 122,781
Non-interest income 21,846 15,584 37,430 25,292
Total Revenue (GAAP) $ 84,991 $ 75,142 $ 160,133 $ 148,073
Less:
Non-core non-interest income (non-GAAP) 125 (2,378) (2,253) 3,801
Adjusted total revenue (non-GAAP) $ 84,866 $ 77,520 $ 162,386 $ 144,272
Non-interest income to total revenue (GAAP) 25.7 % 20.7 % 23.4 % 17.1 %
Core non-interest income to adjusted total revenue (non-GAAP) 25.6 % 23.2 % 24.4 % 14.9 %
Pre Provision Net Revenue
Income before income taxes (GAAP) $ 13,316 $ 13,212 $ 26,528 $ 35,609
Add:
Provision for credit losses 5,899 3,473 9,372 12,549
Pre Provision Net Revenue (non-GAAP) $ 19,215 $ 16,685 $ 35,900 $ 48,158
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SELECTED FINANCIAL DATA
(dollars in thousands, except share and per share data) June 30, 2026 December 31, 2025 June 30, 2025
Selected Balance Sheet Data:
Cash, cash equivalents and restricted cash 834,716 648,715 1,015,746
Investment securities available-for-sale, at fair value 1,210,665 1,254,887 1,262,035
Loans held-for-sale 465,474 379,662 340,026
Loans held for investment, at fair value 3,481 4,645 6,000
Loans held for investment, at amortized cost 5,595,872 5,222,234 4,476,367
Allowance for credit losses - loans (54,621) (52,986) (48,308)
Deferred tax asset, net 145,269 153,314 40,376
Goodwill and other intangible assets, net 35,964 31,685 32,366
Total assets 8,505,504 7,889,306 7,401,141
Total deposits 7,265,835 6,777,915 5,980,706
Subordinated debt, net 151,181 151,003 150,825
Other borrowings — — 450,000
Other liabilities 121,325 137,945 67,314
Total stockholders’ equity 967,163 822,443 752,296
Total liabilities and stockholders’ equity 8,505,504 7,889,306 7,401,141
Per Share Data
Stockholders’ equity per total common share outstanding $ 19.46 $ 20.22 $ 18.50
Tangible book value per total common share outstanding (Non-GAAP)(1) $ 18.74 $ 19.44 $ 17.71
Capital Ratios(2):
Company:
Tier 1 leverage ratio 10.38% 9.79% 10.60%
Common Equity Tier 1 to risk-weighted assets ratio 12.97% 12.72% 12.93%
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For the Three Months Ended For the Six Months Ended
(dollars in thousands, except share and per share data) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Selected Statements of Income Data:
Interest income $ 129,064 $ 123,755 $ 252,819 $ 244,194
Interest expense 65,919 64,197 130,116 121,413
Net interest income 63,145 59,558 122,703 122,781
Provision for credit losses 5,899 3,473 9,372 12,549
Non-interest income 21,846 15,584 37,430 25,292
Non-interest expense 65,776 58,457 124,233 99,915
Income before income taxes 13,316 13,212 26,528 35,609
Income tax expense 9,194 1,580 10,774 9,373
Net income $ 4,122 $ 11,632 $ 15,754 $ 26,236
Per Share Data:
Basic earnings per voting common share $ 0.10 $ 0.29 $ 0.38 $ 0.65
Basic earnings per non-voting common share $ 0.10 $ 0.29 $ 0.39 $ 0.65
Diluted earnings per voting common share $ 0.09 $ 0.27 $ 0.36 $ 0.63
Diluted earnings per non-voting common share $ 0.09 $ 0.27 $ 0.37 $ 0.63
Performance Ratios:
Return on average total assets(3) 0.20 % 0.59 % 0.39 % 0.77 %
Return on average stockholders’ equity(3) 1.89 % 5.62 % 3.71 % 7.07 %
Return on average tangible common equity(1), (3) 2.19 % 5.95 % 4.02 % 7.54 %
Yield on earning assets(3) 6.52 % 6.44 % 6.48 % 7.39 %
Yield on interest-bearing liabilities(3) 3.87 % 3.89 % 3.88 % 4.25 %
Spread(4) 2.65 % 2.55 % 2.60 % 3.14 %
Net interest margin(5) 3.19 % 3.10 % 3.14 % 3.72 %
Efficiency ratio(6) 77.39 % 77.80 % 77.58 % 67.48 %
Credit Quality Ratios:
Non-performing assets to total assets 1.09 % 1.13 % 1.09 % 1.19 %
Non-performing loans to total loans held for investment at amortized cost 1.30 % 1.38 % 1.30 % 1.67 %
ACL - Loans to total loans at amortized cost at period end 0.98 % 0.98 % 0.98 % 1.08 %
Net loan charge-offs to average total loans held for investment at amortized cost(3) (0.20) % (0.32) % (0.26) % (0.27) %
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(1)See definitions of our non-GAAP measures and reconciliations to their most comparable GAAP metrics in “Non-GAAP Financial Measures.”
(2)See “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Liquidity and Capital Resources—Capital Resources” for discussion on an interpretation of the capital ratios.
(3)Annualized.
(4) Spread represents the difference between the annualized weighted average yield on interest-earning assets and the annualized weighted average rate paid on interest-bearing liabilities.
(5) Net interest margin is computed by dividing annualized net interest income by total average assets
(6) Efficiency ratio is calculated by dividing non-interest expense by total revenue, which equals the sum of net interest income and non-interest income.
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RESULTS OF OPERATIONS
Comparison for the Three Months Ended June 30, 2026 and March 31, 2026 and the Six Months Ended June 30, 2026 and June 30, 2025
Average Balance Sheets
The following table shows the average outstanding balance of each major category of asset, liability and stockholders’ equity, along with the associated interest income or expense and the yield on average earning-asset or rate on interest-bearing liability. The associated yield or cost is calculated by dividing the interest income or interest expense by the corresponding daily average balance over the same period.
Three Months EndedJune 30, 2026 Three Months EndedMarch 31, 2026 Change due to:
(dollars in thousands) Average Balance Interest Income/Expense Average Yields Earned/ Rates Paid Average Balance Interest Income/Expense Average Yields Earned/ Rates Paid Volume Yield/rate Total change
Assets:
Total loans held for investment $ 5,409,608 $ 98,522 7.30 % $ 5,214,460 $ 93,164 7.25 % $ 3,487 $ 1,871 $ 5,358
Total loans held-for-sale 427,940 8,484 7.95 % 401,269 8,194 8.28 % 544 (254) 290
Total loans 5,837,548 107,006 7.35 % 5,615,729 101,358 7.32 % 4,031 1,617 5,648
Total investment securities 1,263,848 14,158 4.49 % 1,291,428 14,099 4.43 % (301) 360 59
Interest-bearing deposits with banks 787,320 7,252 3.69 % 836,173 7,582 3.68 % (442) 112 (330)
Other earnings assets 50,661 648 5.13 % 55,017 716 5.28 % (57) (11) (68)
Total interest-earning assets 7,939,377 129,064 6.52 % 7,798,347 123,755 6.44 % 3,231 2,078 5,309
ACL (53,328) (52,686)
Other assets 336,948 276,876
Total assets $ 8,222,997 $ 8,022,537
Liabilities and stockholders’ equity
Interest-bearing demand deposits $ 283,305 $ 2,442 3.46 % $ 280,987 $ 2,433 3.51 % $ 20 $ (11) $ 9
Money market deposits 1,403,392 13,138 3.75 % 1,322,061 12,189 3.74 % 750 199 949
Savings deposits 3,680,352 34,725 3.78 % 3,538,759 33,108 3.79 % 1,327 290 1,617
Time deposits 1,310,156 13,719 4.20 % 1,398,063 14,565 4.23 % (916) 70 (846)
Total interest-bearing deposits 6,677,205 64,024 3.85 % 6,539,870 62,295 3.86 % 1,181 548 1,729
Subordinated debt, net 151,123 1,895 5.03 % 151,034 1,902 5.11 % 1 (8) (7)
Total interest-bearing liabilities 6,828,328 65,919 3.87 % 6,690,904 64,197 3.89 % 1,182 540 1,722
Non-interest-bearing demand deposits 408,649 372,965
Other liabilities 113,261 119,506
Total liabilities 7,350,238 7,183,375
Stockholders’ equity 872,759 839,162
Total liabilities and stockholders’ equity $ 8,222,997 $ 8,022,537
Net interest income and spread $ 63,145 2.65 % $ 59,558 2.55 % $ 2,049 $ 1,538 $ 3,587
Net interest margin 3.19 % 3.10 %
Net interest margin for the three months ended June 30, 2026 was 3.19%, an increase of nine basis points compared with 3.10% for the three months ended March 31, 2026, due primarily to an eight basis point increase in the yield on earning-assets, reflecting favorable asset mix and higher loan yields, and a four basis point decrease in
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cost of funds, reflecting higher non-interest-bearing deposit balances and a two basis point decline in the cost of interest-bearing liabilities.
Average loans increased 3.9% for the three months ended June 30, 2026, primarily due to originations net of sales, paydowns, and pay-offs in Lender Finance loans, Real Estate Finance loans, and Corporate Finance loans. Average interest-bearing deposits increased 2.1% during the three months ended June 30, 2026, primarily related to an increase in Digital Banking savings deposits and institutional sweep deposits, partially offset by reductions in wholesale time deposits.
The following table shows the average outstanding balance of each major category of asset, liability and stockholders’ equity, along with the associated interest income or expense and the yield on average earning-asset or rate on interest-bearing liability. The associated yield or cost is calculated by dividing the interest income or interest expense by the corresponding daily average balance over the same period.
For the Six Months Ended
June 30, 2026 June 30, 2025 Change due to:
(dollars in thousands) Average Balance Interest Income/Expense Average Yields Earned/ Rates Paid Average Balance Interest Income/Expense Average Yields Earned/ Rates Paid Volume Yield/rate Total change
Assets:
Total loans held for investment $ 5,312,573 $ 191,686 7.28 % $ 4,208,175 $ 175,759 8.42 % $ 46,126 $ (30,199) $ 15,927
Total loans held-for-sale 414,679 16,678 8.11 % 322,443 19,822 12.40 % 5,670 (8,814) (3,144)
Total loans 5,727,252 208,364 7.34 % 4,530,618 195,581 8.71 % 51,796 (39,013) 12,783
Total investment securities 1,277,562 28,257 4.46 % 1,404,102 32,261 4.63 % (2,907) (1,097) (4,004)
Interest-bearing deposits with banks 811,610 14,834 3.69 % 666,536 14,576 4.41 % 3,173 (2,915) 258
Other earnings assets 52,827 1,364 5.21 % 58,364 1,776 6.14 % (169) (243) (412)
Total interest-earning assets 7,869,251 252,819 6.48 % 6,659,620 244,194 7.39 % 51,893 (43,268) 8,625
ACL (53,009) (43,706)
Other assets 307,033 218,093
Total assets $ 8,123,275 $ 6,834,007
Liabilities and stockholders’ equity
Interest-bearing demand deposits $ 282,152 $ 4,875 3.48 % $ 291,569 $ 5,378 3.72 % $ (174) $ (329) $ (503)
Money market deposits 1,362,951 25,327 3.75 % 803,375 14,552 3.65 % 10,136 639 10,775
Savings deposits 3,609,947 67,833 3.79 % 2,586,584 53,819 4.20 % 21,296 (7,282) 14,014
Time deposits 1,353,867 28,284 4.21 % 1,847,148 41,456 4.53 % (11,071) (2,101) (13,172)
Total interest-bearing deposits 6,608,917 126,319 3.85 % 5,528,676 115,205 4.20 % 20,187 (9,073) 11,114
Subordinated debt, net 151,078 3,797 5.07 % 174,488 4,942 5.71 % (663) (482) (1,145)
Other borrowings — — — % 56,389 1,266 4.53 % (1,266) — (1,266)
Total interest-bearing liabilities 6,759,995 130,116 3.88 % 5,759,553 121,413 4.25 % 18,258 (9,555) 8,703
Non-interest-bearing demand deposits 390,906 252,346
Other liabilities 116,416 73,932
Total liabilities 7,267,317 6,085,831
Stockholders’ equity 855,958 748,175
Total liabilities and stockholders’ equity $ 8,123,275 $ 6,834,006
Net interest income and spread $ 122,703 2.60 % $ 122,781 3.14 % $ 33,635 $ (33,713) $ (78)
Net interest margin 3.14 % 3.72 %
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Net interest margin for the six months ended June 30, 2026 was 3.14%, a decrease of 58 basis points compared with 3.72% for the six months ended June 30, 2025, primarily related to a 137 basis point decrease in the yield on loans offset partially by a positive change in asset mix with loan growth exceeding growth in other earning asset categories, and a 40 basis point decrease in cost of funds.
Average loans increased 26.4% for the six months ended June 30, 2026, primarily due to originations net of sales, paydowns, and pay-offs in Real Estate Finance loans, Lender Finance, and Healthcare Finance loans. Average interest-bearing deposits increased 19.5% during the six months ended June 30, 2026, primarily related to increased Digital Banking deposits and third party sweep accounts.
Net Interest Income
The following table discloses the components of net interest income for three months ended June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
June 30, 2026 March 31, 2026 Change June 30, 2026 June 30, 2025 Change
(dollars in thousands) $ % $ %
Interest income:
Loans held for investment $ 98,522 $ 93,164 $ 5,358 5.8 % $ 191,686 $ 175,759 $ 15,927 9.1 %
Loans held-for-sale 8,484 8,194 290 3.5 % 16,678 19,822 (3,144) (15.9) %
Deposits with banks 7,252 7,582 (330) (4.4) % 14,834 14,576 258 1.8 %
Investment securities 14,158 14,099 59 0.4 % 28,257 32,261 (4,004) (12.4) %
Other earning assets 648 716 (68) (9.5) % 1,364 1,776 (412) (23.2) %
Total interest income 129,064 123,755 5,309 4.3 % 252,819 244,194 8,625 3.5 %
Interest expense:
Deposits 64,024 62,295 1,729 2.8 % 126,319 115,205 11,114 9.6 %
Subordinated debt, net 1,895 1,902 (7) (0.4) % 3,797 4,942 (1,145) (23.2) %
Other borrowings — — — N/M — 1,266 (1,266) (100.0) %
Total interest expense 65,919 64,197 1,722 2.7 % 130,116 121,413 8,703 7.2 %
Net interest income $ 63,145 $ 59,558 $ 3,587 6.0 % $ 122,703 $ 122,781 $ (78) (0.1) %
Net interest income for the three months ended June 30, 2026, was $63.1 million compared with $59.6 million for the three months ended March 31, 2026, an increase of $3.6 million, or 6.0%, was primarily related to an increase in interest income of $5.3 million offset by an increase in interest expense of $1.7 million.
Net interest income for the six months ended June 30, 2026, was $122.7 million compared with $122.8 million for the six months ended June 30, 2025, a decrease of $0.1 million, or 0.1%, was primarily related to an increase in interest expense of $8.7 million slightly exceeding an increase in interest income of $8.6 million.
Interest Income
Interest income for the three months ended June 30, 2026, was $129.1 million compared to $123.8 million for the three months ended March 31, 2026, an increase of $5.3 million, or 4.3%, was primarily related to growth in average loans which increased 3.9% compared to the prior quarter. The remaining increase was largely due to a three basis point increase in loan yields and the benefit of one additional day in the quarter.
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Interest income for the six months ended June 30, 2026, was $252.8 million compared to $244.2 million for the six months ended June 30, 2025, an increase of $8.6 million, or 3.5%, was primarily related to increases in average loan balances and interest-earning deposits with banks, offset largely by a 137 basis point decrease in yield earned on loans, as well as lower average balances and yields on investment securities. The 137 basis point decrease in yield earned on loans was primarily driven by a 69 basis point decrease in average SOFR, lower average spreads reflecting changes in market pricing, and a mix shift in the loan portfolio towards lower yielding categories, and higher relative levels of amortization of deferred fees during the six months ended June 30, 2025, which included $4.1 million for restructured loans.
Interest Expense
Interest expense for the three months ended June 30, 2026, was $65.9 million compared to $64.2 million for the three months ended March 31, 2026, an increase of $1.7 million, or 2.7%, was primarily related to an increase in Digital Banking deposits and third party sweeps balances, and an additional day in the quarter, offset partially by lower wholesale certificates of deposit balances and a two basis point decline in the cost of interest-bearing liabilities.
Interest expense for the six months ended June 30, 2026, was $130.1 million compared to $121.4 million for the six months ended June 30, 2025, an increase of $8.7 million, or 7.2%, was primarily related to an increase in average balances in third-party sweep deposits and Digital Banking deposits offset largely by a 35 basis point decrease in the average rate paid on interest-bearing deposits.
Provision for (recovery of) Credit Losses
Our provisions for, or recoveries of, credit losses arising from the loan, unfunded loan commitments, investment securities, and financing receivables portfolios were as follows:
For the Three Months Ended For the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 $ Change % Change June 30, 2026 June 30, 2025 $ Change % Change
Provision for credit losses:
Provision for credit losses on loans $ 4,521 $ 3,884 $ 637 16.4 % $ 8,405 $ 11,616 $ (3,211) (27.6) %
Recovery of credit losses on financing receivables — (15) 15 (100.0) % (15) — (15) N/M
Provision for/(recovery of) credit losses on unfunded commitments 1,378 (396) 1,774 N/M 982 933 49 5.3 %
Total provision for credit losses $ 5,899 $ 3,473 $ 2,426 69.9 % $ 9,372 $ 12,549 $ (3,177) (25.3) %
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N/M - not meaningful
The provision for credit losses was $5.9 million for the three months ended June 30, 2026, compared to a provision for credit losses of $3.5 million for the three months ended March 31, 2026. The provision for credit losses for the three months ended June 30, 2026 was driven by an increase in the allowance for credit losses on loans ("ACL – Loans") of $1.8 million, net charge-offs of $2.7 million, and an increase in the allowance for credit losses on unfunded commitments ("ACL – Unfunded") of $1.4 million. The provision for credit losses for the three months ended March 31, 2026 was driven by a decrease in the ACL – Loans of $0.2 million, net charge-offs of $4.1 million, and a reduction in the ACL – Unfunded of $0.4 million. For the three months ended June 30, 2026 and March 31,
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2026, net charge-offs for the quarterly periods that relate to legacy Consumer and Commercial and Industrial forward flow loans were $1.7 million and $3.1 million, respectively.
The provision for credit losses was $9.4 million for the six months ended June 30, 2026, compared to a provision for credit losses of $12.5 million for the six months ended June 30, 2025. The provision for credit losses for the six months ended June 30, 2026 was driven by an increase in the ACL – Loans of $1.6 million, net charge-offs of $6.8 million, and an increase of $1.0 million in the ACL – Unfunded. The provision for credit losses for the six months ended June 30, 2025 was driven by an increase in the ACL – Loans of $6.0 million, $5.6 million in net charge-offs, and an increase of $0.9 million in the ACL – Unfunded. For the six months ended June 30, 2026 and June 30, 2025, net charge-offs for the year-to-date periods that relate to legacy Consumer and Commercial and Industrial forward flow loans were $4.8 million and $5.5 million, respectively.
See below in “—Financial Condition—ACL—Loans” and “—Financial Condition—ACL—Investment Securities” for additional discussion regarding our ACL.
Non-interest Income
The following table presents non-interest income for the three months ended June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025 and the change between periods, by major component:
For the Three Months Ended For the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 $ Change % Change June 30, 2026 June 30, 2025 $ Change % Change
Servicing income $ 6,876 $ 7,087 $ (211) (3.0) % $ 13,963 $ — $ 13,963 N/M
Investment advisory fees 3,090 3,193 (103) (3.2) % 6,283 8,498 (2,215) (26.1) %
Fee income on loans 2,252 2,003 249 12.4 % 4,255 3,831 424 11.1 %
Gains/(losses) on sales of loans and investment securities, net 252 (34) 286 N/M 218 2,170 (1,952) (90.0) %
Unrealized (losses)/gains on loans and financing receivables, net (963) (1,335) 372 (27.9) % (2,298) 2,746 (5,044) N/M
Other non-interest income 10,339 4,670 5,669 121.4 % 15,009 8,047 6,962 86.5 %
Total non-interest income $ 21,846 $ 15,584 $ 6,262 40.2 % $ 37,430 $ 25,292 $ 12,138 48.0 %
__________________
N/M - not meaningful
Total non-interest income was $21.8 million for the three months ended June 30, 2026, an increase of $6.3 million, or 40.2%, compared with the three months ended March 31, 2026, was primarily due to solar loan administration fees related to the Solar Servicing business, an increase in FHA/HUD originations, rental income from other tenants in our headquarters building, following our acquisition in April 2026, and lower net realized and unrealized losses on loans, and OREO assets.
Total non-interest income was $37.4 million for the six months ended June 30, 2026, an increase of $12.1 million, or 48.0%, compared with the six months ended June 30, 2025, was primarily due to servicing fees and trust administration income related to the Solar Servicing business. The increase was offset by a decrease in income related to lower volume of FHA/HUD originations, less loan sales and fair value marks related to Corporate Finance loans, and lower investment advisory fees.
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Servicing Income
Servicing income was $6.9 million for the three months ended June 30, 2026, a decrease of $0.2 million, or 3.0%, compared to the three months ended March 31, 2026. This decrease was attributable to run-off in the underlying loan portfolios.
Servicing income was $14.0 million for the six months ended June 30, 2026, related to the Solar Servicing business acquisition during the third quarter of 2025.
Investment Advisory Fees
Investment advisory fees were $3.1 million for the three months ended June 30, 2026, a decrease of $0.1 million, or 3.2%, compared to the three months ended March 31, 2026. This decrease was primarily due to the advisory fee rates charged on loans decreasing slightly.
Investment advisory fees were $6.3 million for the six months ended June 30, 2026, a decrease of $2.2 million, or 26.1%, compared to the six months ended June 30, 2025. This decrease was primarily due to a decrease in the rate charged on advisory client balances and lower client advisory balances. Advisory loan payoffs exceeded new distributions to advisory clients during 2025 and 2026, which resulted in a net reduction in total fee-generating assets held by advisory clients during the six months ended June 30, 2026.
Fee Income on Loans
Fee income on loans was $2.3 million for the three months ended June 30, 2026, an increase of $0.2 million, or 12.4%, compared to the three months ended March 31, 2026, was primarily due to an increase in non-recurring income related to the management of portfolio loans and unused line of credit fees.
Fee income on loans was $4.3 million for the six months ended June 30, 2026, an increase of $0.4 million, or 11.1%, compared to the six months ended June 30, 2025, primarily due to an increase in unused line of credit fees.
Gains/(losses) on Sales of Loans and Investment Securities, Net
Gains/(losses) on sales of loans and investment securities, net increased $0.3 million compared to the three months ended March 31, 2026, was primarily due to gains on Corporate Finance loan sales during the second quarter of 2026, compared to losses on Corporate Finance loan sales, offset partially by gains on Lender Finance loan sales during the first quarter of 2026.
Gains/(losses) on sales of loans and investment securities, net for the six months ended June 30, 2026, decreased $2.0 million compared to the six months ended June 30, 2025, was primarily due to gains related to the sale of U.S. Treasury investment securities during the first quarter 2025 and net gains on Corporate Finance loan sales during the six months ended June 30, 2025.
Unrealized Losses/(Gains) on Loans and Financing Liabilities, Net
Unrealized (losses)/gains on loans and financing receivables, net increased $0.4 million for the six months ended June 30, 2026, compared to the three months ended March 31, 2026, was primarily due to the reversal of unrealized losses associated with loan sales and restructurings.
Unrealized (losses)/gains on loans and financing receivables, net decreased $5.0 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to credit related declines in fair values of loans in the Corporate Finance loan portfolio.
Other Non-interest Income
Other non-interest income was $10.3 million for the three months ended June 30, 2026, an increase of $5.7 million, or 121.4%, compared to the three months ended March 31, 2026, was primarily due to solar loan servicing and administration fees related to the Solar Servicing business, rental income from other tenants in our
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headquarters building, following our acquisition in April 2026, an increase in FHA/HUD originations, and a decrease in write-downs on OREO compared to the prior period.
Other non-interest income was $15.0 million for the six months ended June 30, 2026, an increase of $7.0 million, or 86.5%, compared to the six months ended June 30, 2025, was primarily due to solar loan administration fees related to the Solar Servicing business acquired during the third quarter of 2025 and rental income from other tenants in our headquarters building, following our acquisition in April 2026. Those increases were offset by a decrease in FHA/HUD originations, and write-downs on OREO values during 2026.
Core Non-interest Income
The following table shows our core non-interest income, a non-GAAP metric, by strategy for the three months ended June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025 and the change between periods, by major component:
For the Three Months Ended For the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 $ Change % Change June 30, 2026 June 30, 2025 $ Change % Change
Alliance Partners $ 3,342 $ 3,446 $ (104) (3.0) % $ 6,788 $ 9,522 $ (2,734) (28.7) %
Solar Services 14,693 11,942 2,751 23.0 % 26,635 2,083 24,552 1178.7 %
FHA/HUD lending 996 266 730 274.4 % 1,262 5,536 (4,274) (77.2) %
Loan and deposit fees 2,690 2,308 382 16.6 % 4,998 4,350 648 14.9 %
Total core non-interest income (non-GAAP) $ 21,721 $ 17,962 $ 3,759 20.9 % $ 39,683 $ 21,491 $ 18,192 84.6 %
Core non-interest income was $21.7 million for the three months ended June 30, 2026, compared to $18.0 million for the three months ended March 31, 2026. The increase of $3.8 million was primarily due to the items noted for total non-interest income related to FHA/HUD fees and Solar Servicing income. Core non-interest income as a percentage of adjusted total revenue was 25.6% for the three months ended June 30, 2026 compared to 23.2% for the three months ended March 31, 2026.
Core non-interest income was $39.7 million for the six months ended June 30, 2026, compared to $21.5 million for the six months ended June 30, 2025. The increase of $18.2 million was primarily due to the items noted for total non-interest income related to Solar Servicing income, offset partially by lower FHA/HUD originations, and lower investment advisory fees. Core non-interest income as a percentage of adjusted total revenue was 24.4% for the six months ended June 30, 2026 compared to 14.9% for the six months ended June 30, 2025.
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Non-interest Expense
The following table presents non-interest expense for three months ended June 30, 2026 and March 31, 2026 and for the six months ended June 30, 2026 and 2025 and the change between periods, by major component:
For the Three Months Ended For the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 $ Change % Change June 30, 2026 June 30, 2025 $ Change % Change
Compensation and benefits $ 33,407 $ 31,642 $ 1,765 5.6 % $ 65,049 $ 60,440 $ 4,609 7.6 %
Information technology 7,581 7,540 41 0.5 % 15,121 12,896 2,225 17.3 %
Professional fees 9,777 7,823 1,954 25.0 % 17,600 6,542 11,058 169.0 %
Loan administration and servicing 5,500 4,125 1,375 33.3 % 9,625 2,756 6,869 249.2 %
Advertising and marketing 2,720 2,304 416 18.1 % 5,024 4,539 485 10.7 %
FDIC insurance 1,111 902 209 23.2 % 2,013 3,349 (1,336) (39.9) %
Occupancy expense 1,466 1,122 344 30.7 % 2,588 2,497 91 3.6 %
Other non-interest expense 4,214 2,999 1,215 40.5 % 7,213 6,896 317 4.6 %
Total non-interest expense $ 65,776 $ 58,457 $ 7,319 12.5 % $ 124,233 $ 99,915 $ 24,318 24.3 %
Total non-interest expense was $65.8 million for the three months ended June 30, 2026, an increase of $7.3 million, or 12.5%, compared with the three months ended March 31, 2026, was primarily due to the combination of (i) the personnel retention compensation program implemented in connection with our IPO, (ii) legal fees and sub-servicer fees related to the Solar Servicing business, which are largely reimbursed by counterparties to the loans and recognized in other non-interest income, and (iii) expenses related to the ownership of the Company’s headquarters following the building acquisition in April 2026.
Total non-interest expense was $124.2 million for the six months ended June 30, 2026, an increase of $24.3 million, or 24.3%, compared with the six months ended June 30, 2025, was primarily due to (i) the acquisition of the Solar Servicing business, (ii) the personnel retention compensation program implemented in connection with our IPO, (iii) professional fees associated with the IPO, and (iv) expenses related to the ownership of the company’s headquarters following the building acquisition in April 2026.
Compensation and Benefits
Compensation and benefits expenses were $33.4 million for the three months ended June 30, 2026, an increase of $1.8 million, or 5.6%, compared to $31.6 million for three months ended March 31, 2026, was primarily due to the personnel retention compensation program implemented in connection with our IPO.
Compensation and benefits expenses were $65.0 million for the six months ended June 30, 2026, an increase of $4.6 million, or 7.6%, compared to $60.4 million for the six months ended June 30, 2025, was primarily due to an increase in full-time equivalent employees from approximately 521 to approximately 557, primarily driven by the Solar Servicing business acquisition and the personnel retention compensation program implemented in connection with our IPO, offset partially by a decrease in the annual bonus accrual.
Information Technology
Information technology expenses were $7.6 million and $7.5 million for the three months ended June 30, 2026 and March 31, 2026, respectively. Expenses for the category remained relatively flat with increases in service costs largely offset by decreases in software expense.
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Information technology expenses were $15.1 million and $12.9 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $2.2 million, or 17.3%, was primarily due to an increase in software expense related to Digital Banking and the addition of software costs related to the Solar Servicing business acquisition.
Professional Fees
Professional fees were $9.8 million and $7.8 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $2.0 million, or 25.0%, was primarily due to higher legal fees related to the Solar Servicing business, which are largely reimbursed by loan owners and recognized in other non-interest income, offset partially by a decrease in legal fees related to our IPO.
Professional fees were $17.6 million and $6.5 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $11.1 million, or 169.0%, was primarily due to Solar Servicing legal fees associated with its related administration, which are largely reimbursed by loan owners and recognized in other non-interest income, and $3.1 million related to estimated IPO costs.
Loan Administration and Servicing Expenses
Loan administration and servicing expenses were $5.5 million and $4.1 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $1.4 million, or 33.3%, was due to sub-servicer fees related to the Solar Servicing business, which are largely reimbursed by loan owners and recognized in other non-interest income.
Loan administration and servicing expenses were $9.6 million and $2.8 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $6.9 million, or 249.2%, was due to sub-servicer fees following the Solar Servicing business acquisition, which are largely reimbursed by loan owners and recognized in other non-interest income.
Advertising and Marketing Expenses
Advertising and marketing expenses were $2.7 million and $2.3 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $0.4 million, or 18.1%, was primarily due to advertising for interest rate promotions on Digital Banking products during the second quarter.
Advertising and marketing expenses were $5.0 million and $4.5 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $0.5 million, or 10.7%, was primarily due to an increase in advertising of Digital Banking products.
FDIC Insurance Expenses
FDIC insurance expenses were $1.1 million and $0.9 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $0.2 million, or 23.2%, was primarily due to an increase in total average assets at the Bank during the period and a prior period adjustment to our premium.
FDIC insurance expenses were $2.0 million and $3.3 million for the six months ended June 30, 2026 and 2025, respectively. The decrease of $1.3 million, or 39.9%, was primarily due to a decrease in the assessment rate in the beginning of the second quarter of 2025, offset by an increase in total average assets at the Bank.
Occupancy Expenses
Occupancy expenses were $1.5 million and $1.1 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $0.3 million, or 30.7%, was primarily due to expenses related to the ownership of the Company’s headquarters building offset partially by the elimination of rent expense for our former headquarters office space, following the building acquisition in April 2026.
Occupancy expenses were $2.6 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively, which remained relatively flat with expenses related to the ownership of the Company’s headquarters
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building following the building acquisition in April 2026 being largely offset by decreases in the overall cost of leased space.
Other Non-interest Expenses
Other non-interest expense, which consists of referral fees, travel and meals, dues and subscriptions, directors’ compensation, and other miscellaneous expenses, were $4.2 million and $3.0 million for the three months ended June 30, 2026 and March 31, 2026, respectively. The increase of $1.2 million, or 40.5%, was primarily due to increases in travel and meals expenses, donations, and intangible asset amortization related to our headquarters building acquisition.
Other non-interest expense increased slightly by $0.3 million to $7.2 million for the six months ended June 30, 2026 compared to $6.9 million for the six months ended June 30, 2025, was primarily due to an increase in intangible amortization related to our headquarters building acquisition.
Income Taxes
For the three months ended June 30, 2026, income tax expense and the effective tax rate were $9.2 million and 69.0%, respectively, compared to $1.6 million and 12.0%, respectively for the three months ended March 31, 2026. Income tax expense for the three months ended June 30, 2026 includes (i) a $5.6 million write-down of deferred tax assets as of December 31, 2025 for stock compensation in connection with the IPO, which is due to tax rules that limit executive compensation deductions for companies with publicly traded securities, and (ii) a $1.1 million benefit for accretion of the deferred credit, compared to a benefit of $1.7 million for the three months ended March 31, 2026.
The effective tax rate for the three months ended June 30, 2026 was 69.0%, compared to 12.0% for the three months ended March 31, 2026. For the three months ended June 30, 2026, the effective tax rate was increased by 42.3% related to the one-time deferred tax asset adjustment for stock compensation, offset by a reduction of 8.6% related to accretion of the deferred credit. The effective tax rate for the three months ended March 31, 2026 was reduced by 13.0% related to accretion of the deferred credit during that period.
For the six months ended June 30, 2026, income tax expense and the effective tax rate were $10.8 million and 40.6%, respectively, compared to $9.4 million and 26.3%, respectively for the six months ended June 30, 2025. Income tax expense for the six months ended June 30, 2026 includes (i) a $5.6 million write-down of deferred tax assets as of December 31, 2025 for stock compensation in connection with the IPO, which is due to tax rules that limit executive compensation deductions for companies with publicly traded securities, and (ii) a $2.8 million benefit for accretion of the deferred credit.
The effective tax rate for the six months ended June 30, 2026 was 40.6%, compared to 26.3% for the six months ended June 30, 2025. For the six months ended June 30, 2026, the effective tax rate was increased by 21.2% related to the one-time deferred tax asset adjustment for stock compensation, offset by a reduction of 10.8% related to accretion of the deferred credit.
During the three months ended June 30, 2026, the deferred credit balance decreased by $1.2 million, comprised of a decrease of $1.1 million related to accretion, which was recognized in income tax expense, and a decrease of $0.1 million related to purchase accounting adjustments. During the six months ended June 30, 2026, the deferred credit balance decreased by $5.2 million, comprised of a decrease of $2.8 million related to accretion, which was recognized in income tax expense, and a decrease of $2.4 million related to purchase accounting adjustments. The ending balance of the deferred credit as of June 30, 2026 was $49.1 million, which is included in Other liabilities in the Consolidated Balance Sheets.
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FINANCIAL CONDITION
Loan Portfolio
We manage our exposure to credit losses by evaluating credit risk in the following loan categories. Descriptions of the loan categories, which provide detail on the levels at which we develop and document our systematic methodology to determine the allowance for credit losses, are:
•Commercial Real Estate - Commercial Real Estate (“CRE”) loans are primarily secured by various types of real estate including healthcare facilities, hospitality, office, retail, warehouse, industrial, multi-family properties, residential real estate (for commercial purposes), and other CRE properties, and are made to owners of such properties. The category also includes loans for the construction of those property types. Within this category, loans are further bifurcated between loans secured by owner-occupied properties and investment (non-owner-occupied) properties. As of June 30, 2026, 52% of CRE loans were owner-occupied and 48% were non-owner-occupied. The repayment of loans secured by owner-occupied properties is dependent on cash flow from the successful operation of the business which owns the property. The repayment of loans secured by investment properties is dependent upon the operation (net operating income) or sale of the property. Both property types may be subject to adverse conditions in the CRE market or in the general economy. Loans secured by healthcare facilities are primarily owner-occupied properties and loans secured by other property types are primarily non-owner-occupied properties. Loans secured by healthcare facilities represent our largest concentration and represented approximately 58% of CRE loans and approximately 27% of our total loan portfolio as of June 30, 2026. No single CRE loan category secured by any other property type represented greater than 12% of CRE loans and 6% of our total loan portfolio as of June 30, 2026.
•Commercial and Industrial - Within this category, there is further distinction among lender finance loans, fund finance loans, healthcare asset-based loans, and corporate loans (which are typically cash flow loans). The market area for these loans is national with geographic diversification. The loan category also includes asset-secured energy project loans and small business loans and commercial solar loans purchased through fintech platforms. Of primary concern in commercial lending is the borrower’s creditworthiness and ability to successfully generate cash flow from their business to service the debt. No single commercial and industrial loan collateral type, industry, or infrastructure project type represented greater than 21% of commercial and industrial loans and 11% of our total loan portfolio as of June 30, 2026.
•Consumer - These loans consist primarily of loans made to individuals for personal, solar, family, and residential real estate purposes (including closed end mortgages and home equity lines of credit), with the majority of the portfolio comprised of loans purchased through fintech lender platforms. The vast majority of our consumer loans were purchased or originated before 2024, and a significant portion of the portfolio was sold during 2024. Outside of loans purchased under forward flow purchase agreements, the remaining consumer and residential real estate purpose loans represents less than 1% of the total loan portfolio as of June 30, 2026 and December 31, 2025. We no longer originate residential real estate loans to consumers.
Our loan portfolio consists primarily of commercial loans to small and medium-sized, privately owned businesses in a variety of industries and markets including on a national scale and across multiple lending strategies. As of June 30, 2026 and December 31, 2025, the single largest industry concentration in the Company’s loan portfolio was healthcare. We do not believe that it is reasonably possible that loss events could occur in the near term to cause any concentrations to result in a severe impact on our results of operations or liquidity. We do not have concentrations of the terms of certain loan products such as loans with negative amortization schedules, significant payment increases, or high loan-to-value ratios. Additionally, due to the national operating footprint of our borrowers, we believe that we do not have a significant geographic concentration of credit exposure.
Our Healthcare Finance loan portfolio represented approximately 30% of our total loan portfolio as of June 30, 2026. Approximately 90% of the portfolio is classified as CRE and approximately 10% of the portfolio is classified as Commercial and Industrial. This portfolio is diversified through a broad range of facility types, such as skilled
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nursing, assisted living, memory care, and behavioral health, where none of the facility types represented greater than 17% of total loans as of June 30, 2026.
Our Lender Finance loan portfolio represented approximately 20% of our total loan portfolio as of June 30, 2026. The portfolio is entirely classified as Commercial and Industrial. This portfolio is diversified across different collateral types, such as consumer finance, small business, and real estate, where none of the collateral types represented greater than 8% of total loans as of June 30, 2026.
Our Real Estate Finance loan portfolio represented approximately 20% of our total loan portfolio as of June 30, 2026. Approximately 99% of the portfolio is classified as CRE and approximately 1% of the portfolio is classified as Commercial and Industrial. This portfolio is diversified across different collateral types, such as hospitality, multifamily, and office, where none of the collateral types represented greater than 6% of our total loan portfolio as of June 30, 2026.
Our Fund Finance loan portfolio represented approximately 13% of our total loan portfolio as of June 30, 2026. The portfolio is entirely classified as Commercial and Industrial. This portfolio is diversified across different collateral types, such as specialty finance (primarily consisting of asset based and/or real estate backed collateral), private credit, and private equity where none of the collateral types represented greater than 11% of total loans as of June 30, 2026. As of June 30, 2026, we had six loans to private credit funds and business development corporations that are collateralized by loans. Our private credit loan portfolio had total commitments and outstanding balances of $147 million and $111 million, respectively, and a weighted average effective advance rate of 51.0% on eligible collateral as of June 30, 2026. The majority of the loan collateral within this private credit portfolio is leveraged lending and other forms of enterprise value lending.
Our Corporate Finance loan portfolio represented approximately 12% of our total loan portfolio as of June 30, 2026. Approximately 100% of the portfolio is classified as Commercial and Industrial. This portfolio is diversified across different industries, such as manufacturing, business services, and healthcare as well as infrastructure projects, where none of the industry or the infrastructure project types represented greater than 2% of total loans as of June 30, 2026.
Total loans were $6.1 billion as of June 30, 2026, an increase of $458.3 million, or approximately 8.2%, compared with $5.6 billion as of December 31, 2025. Loans as of June 30, 2026 and December 31, 2025, included $465.5 million and $379.7 million of loans held-for-sale, respectively. As of June 30, 2026 and December 31, 2025, total loans were 83.5% and 82.7% of deposits, respectively, and 71.3% and 71.1% of total assets, respectively.
The following table presents loans held for investment at amortized cost, by loan type, as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025 Change
(dollars in thousands) Amount % of total loans Amount % of total loans $ %
Commercial Real Estate $ 2,849,478 50.9 % $ 2,528,996 48.4 % $ 320,482 12.7 %
Commercial and Industrial 2,541,275 45.4 % 2,475,549 47.4 % 65,726 2.7 %
Consumer 205,119 3.7 % 217,689 4.2 % (12,570) (5.8) %
Total loans held for investment at amortized cost $ 5,595,872 100.0 % $ 5,222,234 100.0 % $ 373,638 7.2 %
As of June 30, 2026, total loans held for investment at amortized cost were $5.6 billion, an increase of $373.6 million, or 7.2%, compared to $5.2 billion as of December 31, 2025, primarily due to a $320.5 million increase in Commercial Real Estate loans, with net loan originations in Real Estate Finance and Healthcare Finance, offset by pay-offs in legacy in-market loans. Commercial and Industrial loans also increased by $65.7 million, with net loan originations in Lender Finance loans, offset by net paydowns and pay-offs in Healthcare Finance and Fund Finance loans.
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The contractual maturity ranges of total loans held for investment in our loan portfolio and the amount of such loans with fixed interest rates and floating rates in each maturity range as of June 30, 2026, are summarized in the following table. Contractual maturities are based on contractual amounts outstanding and do not include deferred fees and costs or purchase discounts.
June 30, 2026
One Year Through Through Through After
(in thousands) or Less Five Years Ten Years Fifteen Years Fifteen Years Total
Variable rate loans:
Commercial Real Estate $ 501,420 $ 2,233,227 $ 8,418 $ 186 $ — $ 2,743,251
Commercial and Industrial 251,843 2,171,208 27,339 — — 2,450,390
Consumer — 86 3,488 2,724 13,288 19,586
Total variable rate loans $ 753,263 $ 4,404,521 $ 39,245 $ 2,910 $ 13,288 $ 5,213,227
Fixed rate loans:
Commercial Real Estate $ 56,788 $ 60,708 $ 860 $ — $ — $ 118,356
Commercial and Industrial 6,816 53,762 22,198 3,029 17,575 103,380
Consumer 3 858 3,179 17,949 193,214 215,203
Total fixed rate loans $ 63,607 $ 115,328 $ 26,237 $ 20,978 $ 210,789 $ 436,939
Total loans held for investment $ 816,870 $ 4,519,849 $ 65,482 $ 23,888 $ 224,077 $ 5,650,166
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ACL - Loans
The following table provides detail activity in the ACL - Loans held for investment carried at amortized cost as of and for the three months ended June 30, 2026 and March 31, 2026 and as of and for the six months ended June 30, 2026 and 2025. Allocation of a portion of the ACL - Loans to one category of loans does not preclude its availability to absorb losses in other categories:
As of andFor the Three Months Ended As of andFor the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Average loans held for investment outstanding, at amortized cost $5,405,685 $5,209,705 $ 5,308,237 $ 4,200,938
Total loans held for investment outstanding, at amortized cost at end of period $5,595,872 $5,376,537 $ 5,595,872 $ 4,476,367
ACL - Loans:
Beginning of period $ 52,794 $ 52,986 $ 52,986 $ 42,294
Provision for credit losses on loans 4,521 3,867 8,388 11,519
Provision for credit losses on loan transfers from loans held-for-sale — 17 17 97
Loan charge-offs:
Commercial Real Estate — — — —
Commercial and Industrial (1,736) (2,830) (4,566) (3,580)
Consumer (1,353) (2,057) (3,410) (3,446)
Total charge-offs (3,089) (4,887) (7,976) (7,026)
Loan recoveries:
Commercial Real Estate — — — —
Commercial and Industrial 131 542 673 948
Consumer 264 269 533 476
Total recoveries 395 811 1,206 1,424
Net charge-offs (2,694) (4,076) (6,770) (5,602)
End of period $ 54,621 $ 52,794 $ 54,621 $ 48,308
Ratio of ACL - Loans to total loans at amortized cost at period end 0.98 % 0.98 % 0.98 % 1.08 %
Ratio of net charge-offs to average total loans at amortized cost (0.20) % (0.32) % (0.26) % (0.27) %
We maintain an ACL - Loans that represents management’s best estimate of the loan losses in our loan portfolio.
As of June 30, 2026, the ACL - Loans was $54.6 million, or 0.98% of total loans held for investment at amortized cost. As of March 31, 2026, the ACL - Loans was $52.8 million, or 0.98% of total loans held for investment at amortized cost. The increase in the allowance for June 30, 2026 compared to March 31, 2026 was primarily due to increases in the ACL for legacy forward flow Consumer loans driven by recent portfolio performance and was partially offset by favorable mix shift within the portfolio toward portfolios with lower ACL – Loans to loans held for investment at amortized cost ratios. The consistency in the ACL – Loans as a percentage of total loans held for investment at amortized cost ratios as of June 30, 2026 and March 31, 2026 reflects the offsetting impacts of the increase in the ACL – Loans from legacy forward flow Consumer loans, mix shift in the loan portfolio, and loan growth in the quarter.
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The following tables present activity in the ACL - Loans by loan category, for the three months ended June 30, 2026 and March 31, 2026. Allocation of a portion of the ACL - Loans to one category of loans does not preclude its availability to absorb losses in other categories.
For the Three Months Ended June 30, 2026
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Total loans outstanding at end of period, at amortized cost $ 2,849,478 $ 2,541,275 $ 205,119 $ 5,595,872
ACL - Loans:
Beginning of period $ 19,566 $ 25,535 $ 7,693 $ 52,794
Provision for credit losses on loans 329 1,467 2,725 4,521
Loan charge-offs — (1,736) (1,353) (3,089)
Loan recoveries — 131 264 395
Net charge-offs — (1,605) (1,089) (2,694)
End of period $ 19,895 $ 25,397 $ 9,329 $ 54,621
ACL - Loans to loan type ratio 0.70 % 1.00 % 4.55 % 0.98 %
For the Three Months Ended March 31, 2026
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Total loans outstanding at end of period, at amortized cost $ 2,679,872 $ 2,485,418 $ 211,247 $ 5,376,537
ACL - Loans:
Beginning of period $ 18,639 $ 26,023 $ 8,324 $ 52,986
Provision for credit losses on loans 927 1,783 1,157 3,867
Provision for credit losses on loan transfers from loans held-for-sale — 17 — 17
Loan charge-offs — (2,830) (2,057) (4,887)
Loan recoveries — 542 269 811
Net charge-offs — (2,288) (1,788) (4,076)
End of period $ 19,566 $ 25,535 $ 7,693 $ 52,794
ACL - Loans to loan type ratio 0.73 % 1.03 % 3.64 % 0.98 %
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The following tables present activity in the ACL - Loans by loan category, for the six months ended June 30, 2026 and 2025. Allocation of a portion of the ACL - Loans to one category of loans does not preclude its availability to absorb losses in other categories.
For the Six Months Ended June 30, 2026
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Total loans outstanding at end of period, at amortized cost $ 2,849,478 $ 2,541,275 $ 205,119 $ 5,595,872
ACL - Loans:
Beginning of period $ 18,639 $ 26,023 $ 8,324 $ 52,986
Provision for credit losses on loans 1,256 3,250 3,882 8,388
Provision for credit losses on loan transfers from loans held-for-sale — 17 — 17
Loan charge-offs — (4,566) (3,410) (7,976)
Loan recoveries — 673 533 1,206
Net charge-offs — (3,893) (2,877) (6,770)
End of period $ 19,895 $ 25,397 $ 9,329 $ 54,621
ACL - Loans to loan type ratio 0.70 % 1.00 % 4.55 % 0.98 %
For the Six Months Ended June 30, 2025
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Total loans outstanding at end of period, at amortized cost $ 2,008,133 $ 2,107,727 $ 360,507 $ 4,476,367
ACL - Loans:
Beginning of period $ 12,078 $ 19,380 $ 10,836 $ 42,294
Provision for credit losses on loans 3,432 6,636 1,451 11,519
Provision for credit losses on loan transfers from loans held-for-sale 92 5 — 97
Loan charge-offs — (3,580) (3,446) (7,026)
Loan recoveries — 948 476 1,424
Net charge-offs — (2,632) (2,970) (5,602)
End of period $ 15,602 $ 23,389 $ 9,317 $ 48,308
ACL - Loans to loan type ratio 0.78 % 1.11 % 2.58 % 1.08 %
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The following table shows the allocation of the ACL - Loans by loan type as of June 30, 2026 and December 31, 2025.
June 30, 2026 December 31, 2025
(dollars in thousands) Amount % of Total ACL - Loans Amount % of Total ACL - Loans
Balance of ACL - Loans:
Commercial Real Estate $ 19,895 36.4 % $ 18,640 35.2 %
Commercial and Industrial 25,397 46.5 % 26,022 49.1 %
Consumer 9,329 17.1 % 8,324 15.7 %
Total ACL - Loans $ 54,621 100.0 % $ 52,986 100.0 %
The total ACL - Loans disclosed in the table above is available to absorb losses from any loan category. We believe that the ACL - Loans as of June 30, 2026 and December 31, 2025, is adequate to cover estimated losses in the loan portfolio as of such date. There can be no assurance, however, that our loan portfolio will not sustain losses in future periods, which could be substantial in relation to the size of the allowance as of June 30, 2026 or December 31, 2025.
Non-performing Assets
Non-performing assets consist of non-performing loans, non-performing financing receivables, accruing loans and financing receivables 90 or more days past due, and OREO.
Assets acquired through, or in lieu of, loan foreclosure are held for sale as OREO and are initially recorded at fair value less estimated selling costs. Any write-down to fair value at the time of transfer to OREO is charged to the ACL - Loans. Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value, less estimated costs to sell. Costs of improvements are capitalized, whereas costs related to holding OREO and subsequent write-downs to the value are expensed. Any gains and losses realized at the time of disposal are reflected in income.
Non-performing assets consisted of the following as of June 30, 2026 and December 31, 2025:
(dollars in thousands) June 30, 2026 December 31, 2025
Non-accrual loans:
Commercial Real Estate $ 67,312 $ 60,360
Commercial and Industrial 19,498 11,798
Consumer 1,407 1,857
Total non-accrual loans 88,217 74,015
Accruing loans 90 days or more past due — —
Non-performing financing receivables — —
OREO 4,642 8,729
Total non-performing assets $ 92,859 $ 82,744
Total non-accrual loans as a percentage of total loans 1.45 % 1.32 %
Total non-performing financing receivables as a percentage of total financing receivables — % — %
Total non-performing assets as a percentage of total assets 1.09 % 1.05 %
Total non-performing assets were $92.9 million as of June 30, 2026, an increase of 12.2% compared to $82.7 million as of December 31, 2025. The increase was primarily due to an increase in non-accrual loans, offset partially by a decrease in OREO. Non-accrual loans increased by $14.2 million, or 19.2%, as of June 30, 2026,
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compared to December 31, 2025, primarily due to eight Corporate Finance loans and four legacy in-market loans placed on non-accrual, offset partially by a payoff of one loan and charge-off of one loan in our Corporate Finance loan portfolio and the payoff of one legacy in-market loan. OREO assets decreased by $4.1 million, or 46.8%, as of June 30, 2026, compared to December 31, 2025, due to the sale of one OREO property and two units within another OREO property, and partial write-downs to remaining OREO property fair values.
During the six months ended June 30, 2026, there were no loans transferred to OREO. As of June 30, 2026, there remained two OREO properties, with an aggregate value of $4.6 million.
OREO is recognized in Other assets on the Consolidated Balance Sheets.
Non-performing Loans
A loan for which the accrual of interest has been discontinued is designated as a non-accrual loan. When loans are placed on non-accrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on non-accrual 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 are once again current with regards to payment status, become well-secured, and management believes full collectability of future principal and interest is probable.
A loan is evaluated for individual impairment when we determine that it no longer exhibits similar risk characteristics in line with the rest of the related loan category. Individually evaluated loans include loans on non-accrual status. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon 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.
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The following tables present non-performing loans held for investment at amortized cost, by loan category, as of June 30, 2026 and December 31, 2025:
June 30, 2026
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Non-accruing $ 67,312 $ 3,752 $ 1,407 $ 72,471
Accruing loans 90 days or more past due — — — —
Total non-performing loans held for investment at amortized cost $ 67,312 $ 3,752 $ 1,407 $ 72,471
Total loans held for investment at amortized cost $ 2,849,478 $ 2,541,275 $ 205,119 $ 5,595,872
Non-accrual loans to total loans held for investment at amortized cost ratio 2.36 % 0.15 % 0.69 % 1.30 %
ACL - Loans to non-accrual loans held for investment at amortized cost ratio 29.56 % 676.89 % 663.04 % 75.37 %
Non-performing loans to total loans held for investment at amortized cost ratio 2.36 % 0.15 % 0.69 % 1.30 %
December 31, 2025
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Non-accruing $ 60,361 $ 5,484 $ 1,857 $ 67,702
Accruing loans 90 days or more past due — — — —
Total non-performing loans held for investment at amortized cost $ 60,361 $ 5,484 $ 1,857 $ 67,702
Total loans held for investment at amortized cost $ 2,528,996 $ 2,475,549 $ 217,689 $ 5,222,234
Non-accrual loans to total loans held for investment at amortized cost ratio 2.39 % 0.22 % 0.85 % 1.30 %
ACL - Loans to non-accrual loans held for investment at amortized cost ratio 30.88 % 474.51 % 448.25 % 78.26 %
Non-performing loans to total loans held for investment at amortized cost ratio 2.39 % 0.22 % 0.85 % 1.30 %
Total non-performing loans held for investment at amortized cost were $72.5 million as of June 30, 2026, an increase of 7.0% compared to $67.7 million as of December 31, 2025. The increase was due to an increase in non-accrual loans, primarily related to four legacy in-market loans and three Corporate Finance loans being placed on non-accrual status during the six months ended June 30, 2026. The increase in non-performing loans held for investment at amortized cost was partially offset by the payoff of one loan and the charge-off of one loan in our Corporate Finance loan portfolio and the payoff of one legacy in-market loan.
Modifications to Borrowers Experiencing Financial Difficulty
As needed, we will modify the terms of loans, such as but not limited to extending the maturity date, delaying scheduled payments, reducing interest rates, and/or forgiving principal with borrowers experiencing financial difficulty to preserve the net investment made in the loan. See Note 5 – Credit Quality Assessment to our Consolidated Financial Statements included elsewhere in this Report for more information on loan modifications to borrowers experiencing financial difficulty.
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Asset Quality Trends
Management monitors trends in delinquencies, non-performing assets, and criticized loans to identify areas of potential credit deterioration or improvement. While overall credit quality remains consistent with management’s expectations, certain loan segments may be more sensitive to changes in interest rates, borrower cash flows, or economic conditions. Management continues to closely monitor these segments and adjust credit oversight and risk management practices as appropriate.
Asset quality metrics during the six months ended June 30, 2026 reflect the performance of our loan portfolio and broader economic conditions. We experienced generally stable to improving asset quality metrics during 2026, due to lower criticized and classified loans, non-accrual loans decreasing as a percentage of total assets, a significant reduction in OREO, and increased total assets and capital. Non-performing assets grew at approximately the same rate as total assets, leading non-performing assets to remain relatively flat on a percentage of total assets basis despite an increase on a dollar basis.
Credit Quality
We use several credit quality indicators to manage credit risk in an ongoing manner. The risk rating system is central to the overall credit risk management discipline and the important first step in effectively monitoring the credit quality of the portfolio. Credit risk ratings are applied individually to those classes of assets that have significant or unique credit characteristics that benefit from a case-by-case evaluation. Groups of assets that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically assets to individuals in the classes which comprise the consumer and solar portfolio categories.
During the six months ended June 30, 2026, credit metric trends were stable primarily due to criticized and classified loans decreasing, both overall and relative to total loans, and an increase in non-accrual loans lower than the growth in total loans, resulting in a decrease as a percentage of total loans. Delinquencies were lower on both dollar and percentage bases. The weighted average risk rating of the portfolio improved with new loans originating at acceptable risk ratings, and loan upgrades exceeded downgrades during the six months ended June 30, 2026.
The following are the definitions of our credit quality indicators:
•Acceptable Risk (or better) - Assets in all classes that comprise the commercial and consumer portfolio categories that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the asset agreement. Management believes that there is a low likelihood of loss related to those assets that are considered Acceptable Risk or better.
•Higher Risk - Assets in this category may demonstrate weaker credit fundamentals with an above-average chance of resulting in a default combined with a lower risk of loss to create an overall risk profile which requires appropriate monitoring but does not present potential weaknesses or warrant a lower rating.
•Special Mention - Assets in this category exhibit potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may, at some future date, result in deterioration of the repayment prospects for the asset. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. While potentially weak, the asset is currently marginally acceptable, and no loss of principal or interest is envisioned.
•Substandard - A substandard asset is inadequately protected by the current sound worth and paying capacity of the borrower or the collateral pledged, if any. Assets classified in this category must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Loss potential, which exists in the aggregate amount of Substandard assets, does not have to exist in individual assets classified as Substandard.
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•Doubtful - Assets in this category have all the weaknesses inherent in one classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.
We periodically review and, if necessary, update the credit quality indicator assigned to each of the loans on a case-by-case basis.
The following tables summarize our held for investment at amortized cost loan portfolio by credit quality indicator as of June 30, 2026 and December 31, 2025:
June 30, 2026
(in thousands) Acceptable Risk Higher Risk Special Mention Substandard Doubtful Total
Commercial Real Estate $ 2,527,830 $ 230,042 $ — $ 91,606 $ — $ 2,849,478
Commercial and Industrial 2,457,676 45,146 19,436 16,831 2,186 2,541,275
Consumer 196,332 7,380 — 1,407 — 205,119
Total loans held for investment at amortized cost $ 5,181,838 $ 282,568 $ 19,436 $ 109,844 $ 2,186 $ 5,595,872
December 31, 2025
(in thousands) Acceptable Risk Higher Risk Special Mention Substandard Doubtful Total
Commercial Real Estate $ 2,075,215 $ 386,499 $ — $ 67,282 $ — $ 2,528,996
Commercial and Industrial 2,399,907 55,114 1 17,987 2,540 2,475,549
Consumer 210,504 5,328 — 1,857 — 217,689
Total loans held for investment at amortized cost $ 4,685,626 $ 446,941 $ 1 $ 87,126 $ 2,540 $ 5,222,234
The change in allocation between credit quality indicators in our held for investment at amortized cost loan portfolio as of June 30, 2026, compared to December 31, 2025, was primarily due to two Lender Finance loans being downgraded to special mention, and one Healthcare Finance loan and one Real Estate Finance loan being downgraded to substandard, partially offset by the material curtailment of a substandard Healthcare Finance loan during the six months ended June 30, 2026.
A loan is considered delinquent when principal or interest payments are 30 days or more past due. Typically, the accrual of interest on loans is discontinued when principal or interest payments are 90 days or more past due, or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. See Note 5 – Credit Quality Assessment to our Consolidated Financial Statements included elsewhere in this Report for more information on our past due loan aging schedule.
Investment Securities
We use our investment securities portfolio to manage interest rate risk and as a source of income and liquidity for cash requirements. As of June 30, 2026, the carrying amount of investment securities totaled $1.3 billion, a decrease of $44.4 million, or 3.4%, compared with $1.3 billion as of December 31, 2025. As of June 30, 2026 and December 31, 2025, investment securities represented 14.8% and 16.5% of total assets, respectively.
At the date of purchase, we are required to classify investment securities into one of two categories: held-to-maturity or available-for-sale. We primarily acquire investment securities as available-for-sale, however, we may elect certain investment securities that are acquired as held-to-maturity based on our strategy given the particular investment security acquired and current market conditions and expectation.
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The following table summarizes the carrying value by classification of securities as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025 Change
(dollars in thousands) Amount(1) % of total securities Amount(1) % of total securities $ %
Available-for-sale securities:
U.S. Treasury and government agencies $ 695,844 55.3 % $ 958,347 73.4 % $ (262,503) (27.4) %
Residential agency mortgage-backed 312,973 24.8 % 139,077 10.7 % 173,896 125.0 %
Commercial agency mortgage-backed 182,856 14.5 % 136,070 10.4 % 46,786 34.4 %
Municipal bonds 8,635 0.7 % 8,635 0.7 % — — %
Other 10,357 0.8 % 12,758 1.0 % (2,401) (18.8) %
Total investment securities available-for-sale $ 1,210,665 96.1 % $ 1,254,887 96.2 % $ (44,222) (3.5) %
Held-to-maturity securities:
Municipal bonds $ 31,000 2.5 % $ 31,200 2.4 % $ (200) (0.6) %
Other 17,744 1.4 % 17,744 1.4 % — — %
Total investment securities held-to-maturity $ 48,744 3.9 % $ 48,944 3.8 % $ (200) (0.4) %
Total investment securities $ 1,259,409 100.0 % $ 1,303,831 100.0 % $ (44,422) (3.4) %
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(1)Available-for-sale investment securities are reported at fair value and held-to-maturity investment securities are reported at amortized cost.
Total available-for-sale investment securities decreased $44.2 million, or 3.5%, from $1.3 billion as of December 31, 2025 to $1.2 billion as of June 30, 2026, primarily due to maturities of $262.5 million of U.S. Treasury and government agencies securities, partially offset by an increase in residential and commercial agency mortgage-backed securities of $220.7 million.
Held-to-maturity investment securities, before ACL - investment securities, remained relatively flat at $48.7 million as of June 30, 2026 compared to $48.9 million as of December 31, 2025.
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The following table summarizes the amortized cost and their weighted average yields as of June 30, 2026, by contractual maturity. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.
June 30, 2026
Available-for-sale Held-to-maturity
(dollars in thousands) Amortized Cost Yield Amortized Cost Yield
U.S. Treasury and government agencies:
One year or less $ 516,229 4.09 % $ — — %
One to five years 179,650 3.95 % — — %
Five to ten years — — % — — %
After ten years — — % — — %
$ 695,879 4.06 % $ — — %
Residential agency mortgage-backed:
One year or less $ — — % $ — — %
One to five years 71 1.60 % — — %
Five to ten years — — % — — %
After ten years 316,656 4.39 % — — %
$ 316,727 4.39 % $ — — %
Commercial agency mortgage-backed:
One year or less $ — — % $ — — %
One to five years 18,805 4.74 % — — %
Five to ten years 8,458 4.63 % — — %
After ten years 158,572 5.04 % — — %
$ 185,835 4.99 % $ — — %
Municipal bonds:
One year or less $ — — % $ — — %
One to five years 3,075 3.24 % 31,000 9.00 %
Five to ten years — — % — — %
After ten years 6,406 2.92 % — — %
$ 9,481 3.03 % $ 31,000 9.00 %
Other:
One year or less $ — — % $ — — %
One to five years — — % — — %
Five to ten years 5,000 3.87 % — — %
After ten years 5,794 6.05 % 17,744 5.62 %
$ 10,794 5.04 % $ 17,744 5.62 %
Total investment securities $ 1,218,716 4.28 % $ 48,744 7.77 %
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ACL - Investment Securities
The following table presents an analysis of the ACL on held-to-maturity investment securities as of and for the three months ended June 30, 2026 and March 31, 2026 and as of and for the six months ended June 30, 2026 and 2025:
As of andFor the Three Months Ended As of andFor the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Held-to-maturity:
Average held-to-maturity investment securities outstanding $ 48,942 $ 48,944 $ 48,943 $ 52,688
Total held-to-maturity investment securities outstanding at end of period $ 48,744 $ 48,944 $ 48,744 $ 52,499
ACL - investment securities:
Balance at beginning of period $ 110 $ 110 $ 110 $ 161
Balance at end of period $ 110 $ 110 $ 110 $ 161
Ratio of allowance to total held-to-maturity investment securities at period end 0.23 % 0.22 % 0.23 % 0.31 %
Ratio of net charge-offs to average held-to-maturity investment securities — % — % — % — %
As of June 30, 2026, the ACL - held-to-maturity investment securities totaled $0.1 million, or 0.23% of held-to-maturity investment securities. As of March 31, 2026, the ACL - held-to-maturity investment securities totaled $0.1 million, or 0.22% of held-to-maturity investment securities.
The following table presents the allocation of the ACL on held-to-maturity investment securities by investment type:
June 30, 2026 December 31, 2025
(dollars in thousands) Amount % of Total ACL - Investment Securities Amount % of TotalACL - Investment Securities
Municipal bonds $ 66 60.0 % $ 66 60.0 %
Other 44 40.0 % 44 40.0 %
Total $ 110 100.0 % $ 110 100.0 %
See Note 1 - Significant Accounting Policies to our Consolidated Financial Statements included in the Company’s Registration Statement on Form S-1 for further discussion of CPACE exposures.
Financing Receivables
Our financing receivables are comprised of CPACE-funded projects, which were categorized as financing receivables, based on the contract structure requirements of the municipality where the project is located. At the time of financing, CPACE financing receivables are classified as either held for investment at amortized cost or held-for-sale at lower of cost or fair value.
As of June 30, 2026, financing receivables, before ACL - financing receivables, totaled $37.0 million, a decrease of $5.9 million, or 13.8%, compared with $42.9 million as of December 31, 2025. As of June 30, 2026 and December 31, 2025, financing receivables represented 0.4% and 0.5% of total assets, respectively.
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The following table summarizes our investment in financing receivables held for investment as of and for the three months ended June 30, 2026 and March 31, 2026, and as of and for the six months ended June 30, 2026 and 2025:
As of andFor the Three Months Ended As of andFor the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Held for investment:
Average financing receivables held for investment outstanding $ 37,054 $ 41,820 $ 39,424 $ 29,378
Total financing receivables held for investment outstanding at end of period $ 36,965 $ 37,177 $ 36,965 $ 29,253
ACL - financing receivables:
Balance at beginning of period $ 93 $ 108 $ 108 $ 74
Recovery of credit losses on financing receivables — (15) (15) —
Balance at end of period $ 93 $ 93 $ 93 $ 74
Ratio of allowance to total financing receivables held for investment at period end 0.25 % 0.25 % 0.25 % 0.25 %
Ratio of net charge-offs to average financing receivables held for investment — % — % — % — %
All our financing receivables held-for-sale were transferred to financing receivables held for investment during the third quarter of 2025 due to a change in strategy related to our financing receivables portfolio. As of June 30, 2025, the carrying amount of financing receivables held-for-sale was $13.5 million. Average financing receivables held-for-sale outstanding during the six months ended June 30, 2025 was $13.7 million.
As of June 30, 2026, all of our financing receivables had contractual maturities of greater than ten years with a weighted-average yield of 6.09%. As of June 30, 2026 and December 31, 2025, no financing receivables were on non-accrual status or deemed non-performing assets.
See Note 1 - Significant Accounting Policies to our Consolidated Financial Statements included in the Company’s Registration Statement on Form S-1 for further discussion of CPACE exposures.
Deposits
Our lending and investing activities are primarily funded by deposits. We offer a variety of deposit accounts having a wide range of interest rates and terms including demand, savings, money market and time accounts. We rely primarily on competitive pricing policies and customer service to attract and retain these deposits. We primarily source our deposits through our digital deposit platform underpinned by a modern core banking system that leverages advanced technology to provide a robust, scalable, and API-driven architecture that supports efficient operations and differentiated customer experience. We believe that digital deposits serve as our growth engine, providing scalable access to a vast national market beyond the reach of a legacy branch network and aligning with our lending capacity as consumer preferences shift to digital.
Deposits represent our primary source of funding and are an important component of our financial condition. Changes in deposit balances and mix are influenced by customer behavior, pricing strategies, interest rate movements, and competitive conditions. During periods of rising interest rates, customers may shift balances from non-interest-bearing deposits to interest-bearing or time deposit products, which can increase funding costs. We evaluate the stability, cost, and composition of deposits in managing liquidity and interest rate risk. Future deposit trends may affect our funding mix and could increase reliance on wholesale funding sources if deposit growth does not keep pace with asset growth.
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The following table summarizes our deposit balances as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025 Change
(dollars in thousands) Balance % of total Balance % of total $ %
Non-interest-bearing deposits $ 435,065 6.0 % $ 372,444 5.5 % $ 62,621 16.8 %
Interest-bearing deposits:
Demand 284,748 3.9 % 275,259 4.1 % 9,489 3.4 %
Money market 1,394,865 19.2 % 1,206,544 17.8 % 188,321 15.6 %
Savings 3,878,206 53.4 % 3,500,532 51.6 % 377,674 10.8 %
Time deposits 1,272,951 17.5 % 1,423,136 21.0 % (150,185) (10.6) %
Total interest-bearing deposits 6,830,770 94.0 % 6,405,471 94.5 % 425,299 6.6 %
Total deposits $ 7,265,835 100.0 % $ 6,777,915 100.0 % $ 487,920 7.2 %
Total deposits as of June 30, 2026 were $7.3 billion, an increase of $487.9 million, or 7.2%, compared with $6.8 billion as of December 31, 2025, primarily due to higher Digital Banking savings account deposits, institutional sweep money market deposits, and non-interest-bearing deposits, offset by a decrease in wholesale time deposits.
Wholesale time deposits, included in time deposits in the table above, decreased to $545.3 million as of June 30, 2026 from $692.2 million as of December 31, 2025, primarily due to maturing balances. Institutional sweep deposits, included in each of savings and money market in the table above, increased to $1.3 billion as of June 30, 2026, compared to $1.1 billion as of December 31, 2025, due primarily to the addition of a new relationship and the expansion of one existing relationship. All brokered time deposits, which are considered wholesale time deposits, and institutional sweep deposits are fully FDIC insured.
Non-interest-bearing deposits as of June 30, 2026, were $435.1 million, an increase of $62.6 million, or 16.8%, compared with $372.4 million as of December 31, 2025. Interest-bearing deposits were $6.8 billion as of June 30, 2026, an increase of $425.3 million, or 6.6%, compared with $6.4 billion as of December 31, 2025.
As of June 30, 2026, the estimated aggregate amount of uninsured deposits (deposits in amounts greater than $250,000 per depositor, per account ownership category, which is the maximum amount for federal deposit insurance) was $1.0 billion, which is 14.0% of total Bank deposits.
The following table sets forth the amount of time deposits that are $250,000 or greater, by time remaining until maturity:
(in thousands) June 30, 2026
Three months or less $ 24,091
Over three months through six months 36,968
Over six months through twelve months 108,548
Over twelve months 2,946
Total time deposits $ 172,553
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The daily average balances and weighted average rates paid on deposits for each of the three months ended June 30, 2026 and March 31, 2026, are presented below:
For the Three Months Ended June 30, 2026 For the Three Months Ended March 31, 2026
(dollars in thousands) Interest Expense Average Rate Average Balance Interest Expense Average Rate
Non-interest-bearing deposits $ 408,649 $ — — % $ 372,965 $ — — %
Interest-bearing deposits:
Demand 283,305 2,442 3.46 % 280,987 2,433 3.51 %
Money market 1,403,392 13,138 3.75 % 1,322,061 12,189 3.74 %
Savings 3,680,352 34,725 3.78 % 3,538,759 33,108 3.79 %
Time deposits 1,310,156 13,719 4.20 % 1,398,063 14,565 4.23 %
Total interest-bearing deposits 6,677,205 64,024 3.85 % 6,539,870 62,295 3.86 %
Total deposits $ 7,085,854 $ 64,024 3.62 % $ 6,912,835 $ 62,295 3.65 %
The ratio of average non-interest-bearing deposits to average total deposits for the three months ended June 30, 2026 and March 31, 2026, was 5.8%, and 5.4%, respectively.
The daily average balances and weighted average rates paid on deposits for each of the six months ended June 30, 2026 and 2025, are presented below:
For the Six Months Ended June 30, 2026 For the Six Months Ended June 30, 2025
(dollars in thousands) Average Balance Interest Expense Average Rate Average Balance Interest Expense Average Rate
Non-interest-bearing deposits $ 390,906 $ — — % $ 252,346 $ — — %
Interest-bearing deposits:
Demand 282,152 4,875 3.48 % 291,569 5,378 3.72 %
Money market 1,362,951 25,327 3.75 % 803,375 14,552 3.65 %
Savings 3,609,947 67,833 3.79 % 2,586,584 53,819 4.20 %
Time deposits 1,353,867 28,284 4.21 % 1,847,148 41,456 4.53 %
Total interest-bearing deposits 6,608,917 126,319 3.85 % 5,528,676 115,205 4.20 %
Total deposits $ 6,999,823 $ 126,319 3.64 % $ 5,781,022 $ 115,205 4.02 %
The ratio of average non-interest-bearing deposits to average total deposits for the six months ended June 30, 2026 and 2025, was 5.6%, and 4.4%, respectively.
Borrowed Funds
Subordinated Debt
The following table provides information on subordinated debt as of June 30, 2026 and December 31, 2025:
(dollars in thousands) June 30, 2026 December 31, 2025
2019 Notes, due in 2029 (1) 25,000 25,000
2021 Notes, due in 2032, 4.00% 125,000 125,000
Other subordinated debt, due in 2033 (2) 3,000 3,000
Less: debt issuance costs and discounts (1,819) (1,997)
Total subordinated debt $ 151,181 $ 151,003
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(1)Borrowings bore interest at an effective rate of 8.05% and 8.18% as of June 30, 2026 and December 31, 2025, respectively.
(2)Borrowings bore interest at an effective rate of 7.31% and 7.47% as of June 30, 2026 and December 31, 2025, respectively.
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We use subordinated debt as a supplemental source of funding to support balance sheet growth, liquidity management, and funding diversification. We evaluate the use of wholesale funding sources based on cost, maturity structure, and overall liquidity needs. Increased reliance on borrowings may result in higher interest expense and could impact net interest margin, particularly in a rising interest rate environment. Management seeks to balance the use of wholesale funding with deposit growth and other liquidity sources to maintain an appropriate funding profile.
In 2019, we issued $25.0 million of Fixed to Floating Rate Subordinated Notes (“2019 Notes”). The 2019 Notes are unsecured, mature on December 1, 2029, and paid an initial interest of 5.75% semi-annually, in arrears. Beginning on December 1, 2024, the 2019 Notes interest rate resets quarterly to an interest rate per annum equal to the three-month SOFR plus 439 basis points, paid quarterly in arrears. If the three-month SOFR is less than zero, the three-month SOFR shall be deemed to be zero. We may redeem the 2019 Notes at par.
In 2021, we issued $125.0 million of Fixed to Floating Rate Subordinated Notes (“2021 Notes”). The 2021 Notes are unsecured, mature on January 1, 2032 and pay an initial interest of 4.00% semi-annually through January 1, 2027, in arrears. Beginning on January 1, 2027, through the earlier of maturity date or the early redemption date, the interest rate will adjust quarterly equal to the three-month term SOFR plus 289 basis points, paid quarterly in arrears. The 2021 Notes are non-callable for the first five years; we have the option to redeem the 2021 Notes at par value, after five years from the date of issuance. The 2021 Notes are classified as Green Bonds in alignment with the International Capital Markets Association’s Green Bond Principles (2021).
We also have $3.0 million of other subordinated debt that has a 30-year term (matures on April 7, 2033), has no principal amortization and is guaranteed by us. As of June 30, 2026 and December 31, 2025, the other subordinated debt paid interest at the rate of SOFR plus 3.3%, which resets on a quarterly basis.
Our subordinated debt requires us to comply with specific covenants related to capitalization adequacy, regulatory enforcement actions, non-performing asset metrics, changes in key executive positions, and material changes in ownership. Additionally, in the event of default, our subordinated debt contains certain restrictions and limitations on dividend payments and our ability to repurchase our common stock. We were in compliance with all relevant covenants as of June 30, 2026 and December 31, 2025.
Other Borrowed Funds
On January 1, 2019, we entered into an Advances and Security Agreement with the FHLB of Atlanta, of which we are a member. Under the Advances and Security Agreement, availability to borrow funds from the FHLB must be secured with eligible collateral approved by the FHLB. As of June 30, 2026 and December 31, 2025, there was $423.4 million and $5.9 million, respectively, of stated potential borrowing capacity available based on $705.7 million and $8.8 million, respectively, of loans pledged as collateral under the Advances and Security Agreement. There were no borrowings outstanding under the Advances and Security Agreement as of June 30, 2026 or December 31, 2025.
We may also borrow funds through the Federal Reserve Bank’s discount window. The availability of the borrowings were secured by qualifying loans and investment securities with a balance of $2.1 billion and $3.9 billion as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, we had approximately $1.9 billion and $3.5 billion, respectively, in borrowing capacity available under these arrangement with no outstanding balance as of June 30, 2026 and December 31, 2025.
We maintain unsecured Fed Funds facilities with three other financial institutions in the aggregate amount of $90.0 million. As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding under these facilities. We periodically borrow on the Fed Funds facilities in order to test the borrowing availability.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Liquidity involves our ability to raise funds to support asset growth or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate the business on an ongoing basis and manage unexpected events. In connection with managing our liquidity levels, we utilize a stress test framework that considers severely adverse economic conditions and assumptions. Our largest sources of liquidity include deposits, payments and maturities of outstanding loans, sales of loans, and maturities or sales of available-for-sale securities. We believe these sources will be sufficient to meet our liquidity needs over the next twelve months; however, our long-term liquidity position is dependent on our ability to sustain deposit growth and our ability to continue to source digital deposits as our balance sheet continues to grow. While scheduled loan payments and maturing available-for-sale securities are relatively predictable sources of liquidity, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. We generally hold excess funds as reserve deposits with the Federal Reserve Bank. We use cash generated through online deposits, our largest funding source, business customer deposits, and wholesale funds, to offset the cash utilized in lending and investing activities. Our short-term interest-earning available-for-sale securities are used to provide liquidity for lending and other operational requirements. During the three months ended June 30, 2026 and March 31, 2026, and during the six months ended June 30, 2026 and June 30, 2025, our liquidity needs have primarily been met through strong deposit growth, and from loan principal paydowns and interest payments received. Management expects deposits to remain the primary source of liquidity, however, future deposit growth may be affected by changes in interest rates, competitive pressures, or shifts in customer preferences, which could increase our reliance on wholesale funding sources in the future.
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The following table illustrates, during the periods presented, the mix of our funding sources and the average assets in which those funds are invested. Average assets totaled $8.2 billion for the three months ended June 30, 2026, compared to $8.0 billion for the three months ended March 31, 2026, and $8.1 billion for the six months ended June 30, 2026 compared to $6.8 billion for the six months ended June 30, 2025.
For the Three Months Ended For the Six Months Ended
(dollars in thousands) June 30, 2026 March 31, 2026 June 30, 2026 June 30, 2025
Sources of funds:
Deposits:
Non-interest-bearing $ 408,649 $ 372,965 $ 390,906 $ 252,346
Interest-bearing 6,677,205 6,539,870 6,608,917 5,528,676
Subordinated debt, net 151,123 151,034 151,078 174,488
Other borrowings — — — 56,389
Other liabilities 113,261 119,506 116,416 73,932
Stockholders’ equity 872,759 839,162 855,958 748,175
Total sources of funds $ 8,222,997 $ 8,022,537 $ 8,123,275 $ 6,834,006
Uses of funds:
Total loans $ 5,837,548 $ 5,615,729 $ 5,727,252 $ 4,530,618
ACL (53,328) (52,686) (53,009) (43,706)
Total investment securities 1,263,848 1,291,428 1,277,562 1,404,102
Interest-bearing deposits with banks 787,320 836,173 811,610 666,536
Other earning assets 50,661 55,017 52,827 58,364
Other assets 336,948 276,876 307,033 218,093
Total uses of funds $ 8,222,997 $ 8,022,537 $ 8,123,275 $ 6,834,007
Average non-interest-bearing deposits to average deposits 5.77 % 5.40 % 5.58 % 4.37 %
Average loans to average deposits 82.38 % 81.24 % 81.82 % 78.37 %
Our largest source of funds is deposits, and our largest use of funds is loans. Our average deposits were $7.1 billion, an increase of 2.5%, for the three months ended June 30, 2026 compared with the three months ended March 31, 2026. Our average loans were $5.8 billion, an increase of 3.9% for the three months ended June 30, 2026 compared with the three months ended March 31, 2026. Our average deposits were $7.0 billion, an increase of 21.1%, for the six months ended June 30, 2026 compared with the six months ended June 30, 2025. Our average loans were $5.7 billion, an increase of 26.4% for the six months ended June 30, 2026 compared with the six months ended June 30, 2025.
As of June 30, 2026, we had a maximum borrowing capacity of $423.4 million under the Advances and Security Agreement. As of June 30, 2026, there were no borrowings outstanding under the Advances and Security Agreement. We also had a maximum borrowing capacity of $1.9 billion through the Federal Reserve Bank’s discount window, and no borrowings outstanding as of June 30, 2026. Our Fed Funds facilities with three other financial institutions had $90.0 million borrowing capacity as of June 30, 2026, and there were no borrowings outstanding under these facilities. Borrowing under these facilities are not secured by collateral.
Additionally, we may sell investment securities available-for-sale from our portfolio as a source of liquidity, if necessary. As of June 30, 2026, we had investment securities available-for-sale with a fair value of $1.2 billion, of which there are investment securities maturing within the next twelve months with a fair value of $516.5 million. As of June 30, 2026, a large portion of our portfolio was invested in U.S. Treasury securities. Our investment securities
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available-for-sale portfolio had an expected weighted average life, assuming current prepayment speed assumptions, of 2.9 years as of June 30, 2026.
As of June 30, 2026 and December 31, 2025, we had outstanding $1.1 billion and $787.0 million, respectively, in commitments to extend credit and $9.9 million and $20.2 million, respectively, in commitments associated with outstanding standby letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements. A significant portion of our outstanding commitments could be drawn upon in periods of economic stress, which could require us to obtain additional funding from deposits or wholesale funding sources.
As of June 30, 2026 and December 31, 2025, we had no identified capital expenditure commitments that we currently expect to have a material impact on liquidity; however, future loan growth, changes in funding costs, or adverse economic conditions could increase our cash requirements.
Off-balance Sheet Arrangements
In the normal course of business, we will enter into various transactions, which, in accordance with GAAP, are not included in our Consolidated Balance Sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.
Commitments associated with letters of credit and commitments to extend credit may expire unused, therefore, the amounts shown do not necessarily reflect the actual future cash funding requirements. A summary of financial instruments with off-balance sheet credit risk as of June 30, 2026 and December 31, 2025 are as follows:
(in thousands) June 30, 2026 December 31, 2025
Commercial real estate development and construction $ 201,042 $ 179,439
Residential real estate development and construction — 682
Lines of credit, primarily business lines 867,830 606,921
Standby letters of credit 9,893 20,195
Total commitments to extend credit and available lines of credit $ 1,078,765 $ 807,237
As of June 30, 2026 and December 31, 2025, the total reserve for unfunded commitments was $3.6 million and $2.7 million, respectively, which is included in Other liabilities in the Consolidated Balance Sheets.
The following table summarizes the provision for credit losses on unfunded commitments for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Provision for credit losses on unfunded commitments $ 1,378 $ 955 $ 982 $ 933
The provision for credit losses on unfunded commitments was $1.4 million for the three months ended June 30, 2026 and was driven primarily by an increase in unfunded commitments with a higher reserve factor and higher projected funding rate during the quarter.
The provision for credit losses on unfunded commitments is included in Provision for credit losses in the Consolidated Statements of Income.
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 fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash
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requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by management, upon extension of credit, is based on management’s credit evaluation of the customer.
Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third-party. In the event of nonperformance by the customer, we have rights to the underlying collateral, which can include CRE, physical plant and property, inventory, receivables, cash and marketable securities. The credit risk to us in issuing letters of credit is essentially the same as that involved in extending loan facilities to our customers.
Capital Resources
Capital management consists of providing equity to support our current and future operations. The federal bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum qualifying regulatory capital relative to the amount and types of assets they hold. As a bank holding company and an FDIC-insured state non-member bank, the Company and the Bank (respectively) are subject to regulatory capital requirements.
Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about qualifying capital components, risk weighting (where applicable) and other factors. Management believes that current capital levels are sufficient to support anticipated growth, absorb potential losses, and comply with regulatory requirements. Future capital needs will depend on earnings performance, asset growth, credit quality trends, and regulatory developments. In connection with managing our capital levels, we utilize a stress test framework that considers severely adverse economic conditions and assumptions.
In 2019, the federal banking agencies jointly issued a final rule to provide a simple measure of capital adequacy, the CBLR framework, for qualifying community banking organizations, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. The CBLR framework is optional and is available to depository institutions and depository institution holding companies that have less than $10 billion in average total consolidated assets and meet other qualifying criteria.
The CBLR framework removes the requirement for qualifying community banking organizations to calculate and report risk-based capital, instead requiring only that qualifying community banking organizations calculate and report a Tier 1 leverage ratio. Qualifying community banking organizations that elect to use the CBLR framework and that maintain a leverage ratio of greater than 9% (or 8% following July 1, 2026, as described below) will be considered to have satisfied the generally applicable risk based and leverage capital requirements in the agencies' capital rules (generally applicable rule) and, if applicable, will be considered to have met the capital ratio requirements to be considered “well capitalized” for purposes of the applicable “prompt corrective action” rules under the FDI Act. The CBLR rules allow for a two-quarter grace period (or four-quarter grace period following July 1, 2026, as described below) to correct a ratio that falls below the required amount, provided that the bank or bank holding company maintains a leverage ratio of greater than 8% (or 7% following July 1, 2026).
In April 2026, the federal banking agencies jointly finalized changes to the CBLR framework that will, effective July 1, 2026, lower the minimum Tier 1 leverage ratio requirement for qualifying community banking organizations from greater than 9% to greater than 8%, and revise the “grace period” for a bank that elects to use the CBLR framework but temporarily fails to meet all of the qualifying criteria, including the leverage ratio requirement, to provide that the community bank will have a four-quarter grace period (up from the two-quarter grace period under the CBLR rules prior to such amendments) to return to compliance, provided the community bank maintains a leverage ratio greater than 7% (down from an 8% grace-period requirement under the CBLR rules prior to such amendments).
Under the current CBLR rules, a qualifying community banking organization can opt out of the CBLR framework and revert back to the risk-based framework without restriction. As of June 30, 2026 and December 31,
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2025, each of the Company and Bank was a qualifying community banking organization as defined by applicable regulations of the federal banking agencies and elected to measure capital adequacy under the CBLR framework. Management regularly evaluates whether continued use of the CBLR framework remains appropriate based on asset growth, balance sheet composition, and strategic objectives.
Total stockholders’ equity increased to $967.2 million as of June 30, 2026, compared to $822.4 million as of December 31, 2025, an increase of $144.7 million, or 17.6%. The increase from December 31, 2025 to June 30, 2026, was primarily due to the issuance of 7,900,000 shares of Voting Common Stock for net proceeds of $131.0 million during the second quarter of 2026, stock-based compensation, and net comprehensive income for the six months ended June 30, 2026.
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The following table presents as of June 30, 2026 and December 31, 2025, the Company’s and the Bank’s actual and required capital amounts and leverage ratios. The table also includes the actual amounts and risk-weighted ratios which we are opting to disclose as of June 30, 2026 and December 31, 2025:
Actual To Be Well Capitalized Under Prompt Corrective Action Provisions (CBLR Framework)
(dollars in thousands) Amount Ratio Amount Ratio
As of June 30, 2026:
Required under CBLR framework:
Tier 1 leverage ratio:
Company $ 841,241 10.38 % $ 729,154 9.00 %
Bank $ 909,300 11.24 % $ 727,930 9.00 %
Optional under CBLR framework:
Total capital to risk-weighted assets ratio:
Company $ 1,041,003 16.05 % N/A N/A
Bank $ 967,774 14.98 % N/A N/A
Tier 1 capital to risk-weighted assets ratio:
Company $ 841,241 12.97 % N/A N/A
Bank $ 909,300 14.08 % N/A N/A
Common Equity Tier 1 to risk weighted-assets ratio:
Company $ 841,241 12.97 % N/A N/A
Bank $ 909,300 14.08 % N/A N/A
As of December 31, 2025:
Required under CBLR framework:
Tier 1 leverage ratio:
Company $ 748,650 9.79 % $ 688,367 9.00 %
Bank $ 848,960 11.11 % $ 687,907 9.00 %
Optional under CBLR framework:
Total capital to risk-weighted assets ratio:
Company $ 934,965 15.89 % N/A N/A
Bank $ 894,305 15.14 % N/A N/A
Tier 1 capital to risk-weighted assets ratio:
Company $ 748,650 12.72 % N/A N/A
Bank $ 848,960 14.37 % N/A N/A
Common Equity Tier 1 to risk weighted-assets ratio:
Company $ 748,650 12.72 % N/A N/A
Bank $ 848,960 14.37 % N/A N/A
The Company’s regulatory capital ratios were modestly higher as of June 30, 2026 compared to December 31, 2025, while the Bank’s risk-based regulatory capital ratios were modestly lower and its Tier 1 leverage ratio was modestly higher in the period. The capital ratios in the table above do not reflect the impact of the over allotment option that was exercised in July 2026.
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The increase in the Company’s regulatory capital ratios was primarily due the $131.0 million of net proceeds from the IPO during the second quarter of 2026 and the impact of earnings for the six months ended June 30, 2026. The Bank’s regulatory capital ratios benefited from $90.0 million of investment from the Parent during the second quarter of 2026 and the impact of earnings for the six months ended June 30, 2026. These increases in regulatory capital were offset for both the Company and the Bank by growth in risk-weighted assets and total assets during the six months ended June 30, 2026, and due to our decision to not reduce the tax carry-forward deduction in regulatory capital by the amount of the deferred credit liability established in connection with the Solar Servicing business acquisition completed during the third quarter of 2025. We made this decision in April 2026 based on a revised interpretation of the regulatory capital instructions subsequent to the completion of the audit of our Consolidated Financial Statements for the period ended December 31, 2025, and the change was applied beginning with our March 31, 2026 regulatory reporting and will be applied to all prospective regulatory reports. If we had applied this interpretation as of December 31, 2025, our Tier 1 leverage ratio, Total capital to risk-weighted assets ratio, Tier 1 capital to risk-weighted assets ratio and Common Equity Tier 1 to risk-weighted asset ratio as of such date would have been 9.08%, 14.97%, 11.80%, and 11.80% for the Company, and 10.40%, 14.22%, 13.45% and 13.45% for the Bank, respectively.
INTEREST RATE SENSITIVITY AND MARKET RISK
Interest Rate Sensitivity
As a financial institution, the primary component of our market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on our assets and liabilities, and the market value of assets and liabilities. 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. Our objective in managing interest rate risk is to maintain a balance between optimizing net interest income and limiting volatility in earnings and capital across a range of interest rate environments. We seek to manage interest rate risk in a manner consistent with our overall risk appetite, liquidity needs, and capital objectives.
We manage our exposure to interest rates by structuring the balance sheet in the ordinary course of business. Though we have not historically entered into instruments such as leveraged derivatives, interest rate swaps, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk, we may enter into such instruments in the future. 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.
While the Company and Bank boards of directors are ultimately responsible for ensuring interest rate risk is managed safely, and for monitoring the Company’s financial position and performance, the Company and Bank boards of directors have delegated oversight of interest rate risk to their respective Risk Committees. The day-to-day management of interest rate risk has been delegated to the Bank’s Management Asset Liability Committee, which is composed of senior management and operates under policies approved by the Company and Bank boards of directors. The Management Asset Liability Committee meets regularly to review interest rate risk metrics, balance sheet composition, model results and compliance with internal risk limits. In determining appropriate interest rate risk positions, the Management Asset Liability Committee considers, among other factors:
•Current and projected interest rate environments
•Loan and deposit growth assumptions
•Deposit pricing behavior and competitive dynamics
•Prepayment speeds and loan repricing characteristics
•Liquidity and capital levels
•Stress and sensitivity analysis results
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The Management Asset Liability Committee formulates strategies based on appropriate levels of interest rate risk which are primarily measured based on measuring the impact of changes in interest rates on net interest income and Economic Value of Equity.
At least quarterly, we measure our interest rate risk position using net interest income and Economic Value of Equity sensitivities. Net interest income sensitivity is based on an earnings simulation that compares net interest income under non-baseline interest rate scenarios to the baseline net interest income earnings simulation and is measured as a percentage variance to baseline net interest income. Economic Value of Equity is a net present value (“economic value”) simulation that compares the economic value of assets and liabilities—economic value of equity results by subtracting economic value of liabilities from economic value of assets—under various non-baseline interest rate scenarios to the baseline Economic Value of Equity and is measured as a percentage variance to baseline Economic Value of Equity. Net interest income sensitivity is generally considered a short-term measure of interest rate risk as it is based on earnings sensitivity over a defined period of time whereas Economic Value of Equity is a long-term measure of interest rate risk as it is a net present value which considers the present value of all future cash flows on assets and liabilities through their lives.
The Management Asset Liability Committee manages interest rate risk in accordance with the Interest Rate Risk Policy which is a board-approved policy that is reviewed at least annually. The Interest Rate Risk Policy establishes thresholds for managing and reporting interest rate risk, including limits for net interest income and Economic Value of Equity sensitivity for interest rate changes of different magnitude, direction, or speed.
Modeling of net interest income and Economic Value of Equity uses both actual instrument-level data as well as assumptions. These assumptions include deposit decays, deposit betas, deposit floors, prepayment speeds, new volume pricing, and discount rates. These assumptions are based on historical observations, relevant third-party data, and management judgment. Most assumptions vary by interest rate scenario based on historical observations, relevant third-party data, and management judgment. Given the use of assumptions and management judgment, the net interest income and Economic Value of Equity models and processes are subject to independent review by both internal and external parties.
The Interest Rate Risk Policy requires net interest income simulations to be conducted using both a static balance sheet and a strategy balance sheet. Under a static balance sheet, balance sheet categories are kept flat across the horizon except for cash and retained earnings which are dynamic based on cash flows and earnings in the scenario. Under a strategy balance sheet, management projects dynamic balances based on its forecasted path of the balance sheet which may involve some balance sheet categories increasing and some categories decreasing. The net interest income sensitivity table below uses a static balance sheet. Interest rates in the baseline are kept constant with their values at the balance sheet date and for the non-baseline scenarios, all interest rates are shocked immediately up or down by the amounts shown in the table. Resulting twelve-month net interest income in each of the shock scenarios is then compared to the baseline twelve-month net interest income to establish net interest income sensitivity. Market interest rates do not go below zero in any of the shocks.
For Economic Value of Equity simulations, existing assets and liabilities run off over their modeled lives without inclusion of any new volume. The cash flows on assets and liabilities are discounted to present value to generate net present values of cash flows from assets and liabilities for the baseline scenario. Interest rates are then shocked up and down according to the Economic Value of Equity sensitivity table below and cash flows on assets and liabilities are discounted to present value to generate net present value of cash flows from assets and liabilities for each of the shock scenarios. The resulting Economic Value of Equity in each shock scenario is then compared to the baseline Economic Value of Equity to establish sensitivities.
The following table summarizes the simulated change in net interest income over a 12-month horizon as of June 30, 2026 and December 31, 2025:
Change in interest rates: + 200bp + 100bp - 100bp - 200bp
June 30, 2026 7 % 4 % (2) % (1) %
December 31, 2025 8 % 4 % (4) % (9) %
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The table above indicates for the periods presented that our static balance sheet net interest income is asset-sensitive which means that we benefit from rising rates as assets reprice faster than liabilities. This is primarily due to the variable rate nature of the loan portfolio and a relatively short investment portfolio duration as well as the impact of funding from non-interest-bearing sources and deposit betas that do not move to the same degree as market rates. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies. We were less asset-sensitive as of June 30, 2026, compared to December 31, 2025, given increased duration in the investment portfolio, a more variable rate funding mix, and a larger impact from contractual loan floors.
The following table summarizes the simulated change in Economic Value of Equity over a 12-month horizon as of June 30, 2026 and December 31, 2025:
Change in interest rates: + 200bp + 100bp - 100bp - 200bp
June 30, 2026 (4) % (2) % 0 % 0 %
December 31, 2025 (2) % (1) % (1) % (1) %
The table indicates that our Economic Value of Equity for the periods presented is not materially impacted by changes in interest rates, which is primarily due to the short and matched duration of our assets and liabilities.