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Bremer Financial Corporation

Consolidated Balance Sheet

(dollars in thousands, unaudited)

	September 30
	2024			2023
Assets
Cash, cash equivalents, and due from banks	$	301,387		$	369,679
Investment securities
Available-for-sale		1,646,023			1,577,355
Held-to-maturity		1,965,122			2,137,779
Loans held for sale		11,375			26,651
Loans held for investment
Loans held for investment		11,524,549			11,395,895
Less allowance for loan losses		(105,797	)		(101,117	)
Net loans held for investment		11,418,752			11,294,778
Premises and equipment, net		151,345			140,332
Goodwill and other intangibles, net		135,983			138,783
Bank owned life insurance		177,935			173,134
Other assets		400,957			461,691
Total assets	$	16,208,879		$	16,320,182
Liabilities and Shareholders’ Equity
Deposits
Noninterest-bearing	$	3,756,503		$	4,094,807
Interest-bearing		9,472,453			8,682,808
Total deposits		13,228,956			12,777,615
Short-term borrowings		127,691			744,757
Long-term debt		1,034,068			1,023,487
Accrued expenses and other liabilities		302,253			399,545
Total liabilities		14,692,968			14,945,404
Redeemable class A common stock, 960,000 shares issued and outstanding		121,273			109,982

Shareholders’ equity
Common stock⁽¹⁾
Class A, no par, 12,000,000 shares authorized; 965,000 shares issued and outstanding		229			57
Class B, no par, 10,800,000 shares authorized; 10,075,000 shares issued and outstanding		2,390			2,562
Retained earnings		1,574,294			1,545,102
Accumulated other comprehensive gain (loss), net of tax		(182,275	)		(282,925	)
Total shareholders’ equity		1,394,638			1,264,796
Total liabilities and shareholders’ equity	$	16,208,879		$	16,320,182

(1)

During 3Q24, a legal settlement was reached resulting in the sale and conversion of 725,000 shares of class B common stock by Otto Bremer Trust. The shares have been converted to class A and are owned by outside hedge funds. The common stock descriptions and balances above reflect the reclassification of 725,000 shares (including paid in capital) from class B to A as a result of the settlement.

Bremer Financial Corporation

Consolidated Statement of Income

(dollars in thousands, unaudited)

	Three Months ended September 30,					Nine Months ended September 30,
	2024			2023		2024			2023
Interest income
Loans, including loans held for sale	$	167,493		$	154,624	$	491,790		$	430,088
Investment securities		27,431			24,491		76,804			72,974
Other		4,014			4,868		12,148			16,185
Total interest income		198,938			183,983		580,742			519,247
Interest expense
Deposits		75,552			54,879		215,258			124,678
Short-term borrowings		4,730			11,660		15,340			39,713
Long-term debt		13,258			10,908		38,902			18,753
Other		271			542		1,327			1,094
Total interest expense		93,811			77,989		270,827			184,238
Net interest income		105,127			105,994		309,915			335,009
Provision for credit losses		12,300			2,503		16,682			4,139
Net interest income after provision for credit losses		92,827			103,491		293,233			330,870
Noninterest income
Service charges		8,103			7,198		23,000			21,143
Insurance revenue		3,489			2,878		9,632			8,356
Investment management and trust fees		4,794			4,615		14,498			14,207
Brokerage revenue		4,401			4,648		13,542			13,866
Mortgage banking and loan fees		1,365			3,838		7,361			10,204
Realized gains (losses) on investment securities		(4,374	)		196		(5,748	)		485
Other		28,178			4,816		35,795			14,070
Total noninterest income		45,956			28,189		98,080			82,331
Noninterest expense
Compensation and employee benefits		51,441			51,178		161,408			155,152
Occupancy and equipment, net		10,802			10,621		33,530			32,644
Data processing fees		4,767			4,305		15,276			13,499
FDIC premiums and examination fees		3,998			3,894		13,061			10,664
Other		17,304			18,518		58,301			59,941
Total noninterest expense		88,312			88,516		281,576			271,900
Income before taxes		50,471			43,164		109,737			141,301
Applicable income taxes		9,649			12,730		18,605			30,490
Net income	$	40,822		$	30,434	$	91,132		$	110,811