QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-14384
BancFirst Corporation
(Exact name of registrant as specified in charter)
Oklahoma
73-1221379
(State or other Jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
100 N. Broadway Ave., Oklahoma City, Oklahoma
73102-8405
(Address of principal executive offices)
(Zip Code)
(405) 270-1086
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 Par Value Per Share
BANF
NASDAQ Global Select Market System
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2026, there were 33,586,387shares of the registrant’s Common Stock outstanding.
Common stock, $1.00 par, 40,000,000 shares authorized; shares issued and outstanding: 33,575,976 and 33,539,032, respectively
33,576
33,539
Capital surplus
221,483
217,843
Retained earnings
1,657,560
1,611,017
Accumulated other comprehensive loss, net of tax benefit of $3,323 and $2,556, respectively
(10,707
)
(8,274
)
Total stockholders' equity
1,901,912
1,854,125
Total liabilities and stockholders' equity
$
15,116,541
$
14,838,893
The accompanying Notes are an integral part of these consolidated financial statements.
2
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
March 31,
2026
2025
INTEREST INCOME
Loans, including fees
$
144,173
$
136,984
Securities:
Taxable
5,873
7,006
Tax-exempt
52
18
Federal funds sold
414
1
Interest-bearing deposits with banks
39,668
38,467
Total interest income
190,180
182,476
INTEREST EXPENSE
Deposits
61,228
65,490
Short-term borrowings
142
7
Long-term borrowings
42
—
Subordinated debt
1,030
1,030
Other interest expense
133
—
Total interest expense
62,575
66,527
Net interest income
127,605
115,949
Provision for credit losses on loans
2,578
1,461
(Benefit from) provision for off-balance sheet credit exposures
(435
)
125
Total provision for credit losses
2,143
1,586
Net interest income after provision for credit losses
125,462
114,363
NONINTEREST INCOME
Trust revenue
6,057
5,539
Service charges on deposits
18,042
16,804
Securities transactions
904
(333
)
Sales of loans
780
636
Insurance commissions
9,440
10,410
Cash management
10,566
10,051
(Loss)/gain on sale of other assets
(172
)
158
Other
5,774
5,629
Total noninterest income
51,391
48,894
NONINTEREST EXPENSE
Salaries and employee benefits
58,855
54,593
Occupancy, net
6,286
5,753
Depreciation
4,816
4,808
Amortization of intangible assets
975
886
Data processing services
3,448
2,892
Net expense from other real estate owned
3,605
2,658
Marketing and business promotion
2,641
2,461
Deposit insurance
1,847
1,725
Other
14,316
16,403
Total noninterest expense
96,789
92,179
Income before taxes
80,064
71,078
Income tax expense
17,069
14,966
Net income
$
62,995
$
56,112
NET INCOME PER COMMON SHARE
Basic
$
1.88
$
1.69
Diluted
$
1.85
$
1.66
OTHER COMPREHENSIVE INCOME:
Unrealized (losses)/gains on debt securities, net of tax benefit/(expense) of $767 and $(2,838), respectively
(2,433
)
9,138
Other comprehensive (loss)/gain, net of tax benefit/(expense) of $767 and $(2,838), respectively
(2,433
)
9,138
Comprehensive income
$
60,562
$
65,250
The accompanying Notes are an integral part of these consolidated financial statements.
3
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
2026
2025
COMMON STOCK
Issued at beginning of period
$
33,539
$
33,217
Shares issued for stock-based compensation plans
18
25
Shares issued for acquisition
19
—
Issued at end of period
$
33,576
$
33,242
CAPITAL SURPLUS
Balance at beginning of period
$
217,843
$
187,062
Common stock issued for stock-based compensation plans
763
866
Common stock issued for acquisition
2,110
—
Stock-based compensation arrangements
767
790
Balance at end of period
$
221,483
$
188,718
RETAINED EARNINGS
Balance at beginning of period
$
1,611,017
$
1,433,768
Net income
62,995
56,112
Dividends on common stock ($0.49 and $0.46 per share, respectively)
(16,452
)
(15,291
)
Balance at end of period
$
1,657,560
$
1,474,589
ACCUMULATED OTHER COMPREHENSIVE LOSS
Unrealized (losses)/gains on securities:
Balance at beginning of period
$
(8,274
)
$
(32,860
)
Net change
(2,433
)
9,138
Balance at end of period
$
(10,707
)
$
(23,722
)
Total stockholders’ equity
$
1,901,912
$
1,672,827
The accompanying Notes are an integral part of these consolidated financial statements.
4
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
62,995
$
56,112
Adjustments to reconcile to net cash provided by operating activities:
Provision for credit losses
2,143
1,586
Depreciation and amortization
5,791
5,694
Net amortization of securities premiums and discounts
(427
)
(55
)
Realized securities (gains)/losses
(904
)
333
Gain on sales of loans
(780
)
(636
)
Cash receipts from the sale of loans originated for sale
45,066
37,201
Cash disbursements for loans originated for sale
(43,202
)
(36,775
)
Deferred income tax benefit
(882
)
(1,256
)
Loss/(gain) on sale of other assets
126
(183
)
Increase in interest receivable
(1,081
)
(729
)
Decrease in interest payable
(673
)
(322
)
Amortization of stock-based compensation arrangements
767
790
Excess tax benefit from stock-based compensation arrangements
(260
)
(456
)
Other, net
7,167
15,647
Net cash provided by operating activities
75,846
76,951
INVESTING ACTIVITIES
Net cash received from acquisitions, net of cash paid
1,934
—
Net decrease in federal funds sold
91,712
195
Purchases of available for sale debt securities
(25,288
)
—
Proceeds from maturities, calls and paydowns of held for investment debt securities
60
60
Proceeds from maturities, calls and paydowns of available for sale debt securities
60,884
56,284
Purchase of equity securities
(214
)
(256
)
Proceeds from paydowns and sales of equity securities
62
52
Net change in loans
(57,653
)
(71,778
)
Net payments on derivative asset contracts
(60,722
)
(12,284
)
Purchases of premises, equipment and computer software
(10,783
)
(11,310
)
Purchase of tax credits
(6,009
)
(12,946
)
Other, net
2,370
1,616
Net cash used in investing activities
(3,647
)
(50,367
)
FINANCING ACTIVITIES
Net change in deposits
230,708
408,204
Net change in short-term borrowings
4,980
—
Paydown of long-term borrowings
(12,000
)
—
Finance lease principal repayments
(48
)
—
Issuance of common stock in connection with stock options, net
781
891
Cash dividends paid
(16,434
)
(15,279
)
Net cash provided by financing activities
207,987
393,816
Net increase in cash, due from banks and interest-bearing deposits
280,186
420,400
Cash, due from banks and interest-bearing deposits at the beginning of the period
4,404,360
3,553,772
Cash, due from banks and interest-bearing deposits at the end of the period
$
4,684,546
$
3,974,172
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
$
63,248
$
66,849
Cash paid during the period for income taxes
$
1
$
1,981
Noncash investing and financing activities:
Unpaid common stock dividends declared
$
16,452
$
15,291
The accompanying Notes are an integral part of these consolidated financial statements.
5
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BFC-PNC LLC, Calimesa Town Center, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst ("BancFirst"). BancFirst includes its subsidiary BFTower, LLC. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.
The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
The unaudited interim consolidated financial statements contained herein reflect all adjustments, which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for credit losses, income taxes, the fair value of financial instruments and the valuation of assets and liabilities acquired in a business combination, including identifiable intangible assets. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.
Recent Accounting Pronouncements
Standards Not Yet Adopted:
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11, “Interim Reporting - Narrow-Scope Improvement” improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied prospectively or retrospectively to all periods presented. The Company is still evaluating the impact this will have on the Company, but does not expect adoption of the standard to have a material impact on its consolidated financial statements.
In November 2024, FASB issued Accounting Standards Update ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” requiring disclosure of certain costs and expenses in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments may be applied prospectively or retrospectively to all periods presented. The Company intends to adopt on a prospective basis, though retrospective application is permitted. The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.
6
(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS
On November 17, 2025, the Company acquired American Bank of Oklahoma ("ABOK"), for aggregate consideration totaling approximately $33 million. ABOK shareholders had the option to receive shares in the Company or receive cash for their ABOK shares. Cash consideration was capped at 40% of the total merger consideration. As of December 31, 2025, fair value of the Company's common stock issued for the acquisition was $22.7 million and cash paid was $6.3 million. As of December 31, 2025, not all ABOK shareholders had surrendered their stock certificates. During the three months ended March 31, 2026 stock certificates representing an additional $2.1 million had been surrendered. The fair value of assets acquired was approximately $416.6 million and the fair value of liabilities assumed was approximately $383.3 million. The fair value of these assets and liabilities is based upon preliminary evaluation and not yet finalized. The Company expects to complete the evaluation within the one-year allowable period. ABOK was a community bank headquartered in Collinsville, Oklahoma with six banking locations in Oklahoma. At acquisition, ABOK had approximately $414 million in total assets, $244 million in loans and $341 million in deposits. ABOK operated as a subsidiary of BancFirst Corporation until February 13, 2026 when ABOK was merged into BancFirst. As a result of the acquisition, the Company recorded a core deposit intangible of approximately $11.6 million and goodwill of approximately $1.1 million. The Company did not incur a material amount of acquisition-related expenses. The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward. Pro forma information has not been presented because the acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of ABOK complements the Company by expanding the Company's banking communities in Oklahoma.
(3) SECURITIES
The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
March 31, 2026
(Dollars in thousands)
Mortgage backed securities (1)
$
1
$
—
$
—
$
1
Other securities
500
—
—
500
Total
$
501
$
—
$
—
$
501
December 31, 2025
Mortgage backed securities (1)
$
1
$
—
$
—
$
1
States and political subdivisions
60
—
—
60
Other securities
500
—
—
500
Total
$
561
$
—
$
—
$
561
7
The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
March 31, 2026
(Dollars in thousands)
U.S. treasuries
$
849,220
$
42
$
(11,870
)
$
837,392
U.S. federal agencies
6,469
52
(5
)
6,516
Mortgage backed securities (1)
17,312
15
(1,297
)
16,030
States and political subdivisions
17,047
2
(263
)
16,786
Other securities
10,000
—
(706
)
9,294
Total
$
900,048
$
111
$
(14,141
)
$
886,018
December 31, 2025
U.S. treasuries
$
884,020
$
1,131
$
(10,175
)
$
874,976
U.S. federal agencies
6,944
49
(6
)
6,987
Mortgage backed securities (1)
17,702
47
(1,157
)
16,592
States and political subdivisions
16,551
101
(147
)
16,505
Other securities
10,000
—
(673
)
9,327
Total
$
935,217
$
1,328
$
(12,158
)
$
924,387
(1) Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.
8
The maturities of debt securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.
March 31, 2026
December 31, 2025
Amortized Cost
Estimated Fair Value
Amortized Cost
Estimated Fair Value
(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year
$
500
$
500
$
560
$
560
After one year but within five years
1
1
1
1
After five years but within ten years
—
—
—
—
After ten years
—
—
—
—
Total
$
501
$
501
$
561
$
561
Available for Sale
Contractual maturity of debt securities:
Within one year
$
356,290
$
353,354
$
311,726
$
309,372
After one year but within five years
509,330
500,361
588,315
581,709
After five years but within ten years
16,547
15,741
17,142
16,400
After ten years
17,881
16,562
18,034
16,906
Total debt securities
$
900,048
$
886,018
$
935,217
$
924,387
The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:
March 31, 2026
December 31, 2025
(Dollarsin thousands)
Book value of pledged securities
$
668,532
$
726,833
9
There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the three months ended March 31, 2026 or March 31, 2025.
Realized gains or losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.
The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at March 31, 2026 and December 31, 2025 respectively:
Less than 12 Months
More than 12 Months
Total
Number of investments
Estimated Fair Value
Unrealized Losses
Estimated Fair Value
Unrealized Losses
Estimated Fair Value
Unrealized Losses
(Dollars in thousands)
March 31, 2026
Available for Sale
U.S. treasuries
30
$
76,285
$
149
$
722,118
$
11,721
$
798,403
$
11,870
U.S. federal agencies
6
462
3
411
2
873
5
Mortgage backed securities
62
4,552
71
10,298
1,226
14,850
1,297
States and political subdivisions
14
9,703
132
744
131
10,447
263
Other securities
2
—
—
7,294
706
7,294
706
Total
114
$
91,002
$
355
$
740,865
$
13,786
$
831,867
$
14,141
December 31, 2025
Available for Sale
U.S. treasuries
31
$
—
$
—
$
783,183
$
10,175
$
783,183
$
10,175
U.S. federal agencies
6
177
1
898
5
1,075
6
Mortgage backed securities
51
1,764
47
10,710
1,110
12,474
1,157
States and political subdivisions
8
5,197
28
758
119
5,955
147
Other securities
2
—
—
7,327
673
7,327
673
Total
98
$
7,138
$
76
$
802,876
$
12,082
$
810,014
$
12,158
The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities. Furthermore, as of March 31, 2026 and December 31, 2025, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. The Company has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statement of comprehensive income.
10
(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
Loans held for investment are summarized by portfolio segment as follows:
March 31, 2026
December 31, 2025
(Dollars in thousands)
Commercial real estate owner occupied
$
951,979
$
955,171
Commercial real estate non-owner occupied
1,861,328
1,797,066
Construction and development < 60 months
631,116
657,312
Construction residential real estate < 60 months
292,111
269,357
Residential real estate first lien
1,565,139
1,583,229
Residential real estate all other
332,665
328,291
Agriculture
484,918
491,776
Commercial non-real estate
1,349,047
1,374,609
Consumer non-real estate
531,209
533,415
Oil and gas
585,859
542,627
Total (1)
$
8,585,371
$
8,532,853
(1) Excludes accrued interest receivable of $42.2 million at March 31, 2026 and $41.8 million at December 31, 2025, that is recorded in accrued interest receivable and other assets.
The Company's loans are currently83% held by BancFirst and 17% held by Pegasus and Worthington. In addition, approximately 71% of the Company's loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual and related borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained, if any, to secure loans are based upon the Company’s underwriting standards and management’s credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and/or securities. The Company’s interest in collateral is secured through filing mortgages and liens, or by possession of the collateral.
The Company's portfolio segment descriptions and the weighted average remaining life of portfolio segments are disclosed in Note (5) to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Other Real Estate Owned and Repossessed Assets and Loan Modifications
The following is a summary of other real estate owned and repossessed assets:
March 31, 2026
December 31, 2025
(Dollars in thousands)
Other real estate owned and repossessed assets
$
53,649
$
49,134
The Company charges interest on principal balances outstanding on modified loans during deferral periods. The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material. The recorded balance of loans modified during the three months ended March 31, 2026 was approximately $3.3 million compared to $6.4 million during the year ended December 31, 2025.
Nonaccrual loans
The Company did not recognize any interest income on nonaccrual loans for either the three months ended March 31, 2026 or 2025. In addition, all loans identified as nonaccrual loans have related allowances for credit losses at March 31, 2026 and December 31, 2025, respectively. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.5 million for the three months ended March 31, 2026 and approximately $1.0 million for the three months ended March 31, 2025.
Nonaccrual loans guaranteed by government agencies totaled approximately $10.8 million at March 31, 2026 and approximately $10.6 million at December 31, 2025.
11
The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.
March 31, 2026
December 31, 2025
(Dollars in thousands)
Commercial real estate owner occupied
$
16,355
$
15,412
Commercial real estate non-owner occupied
20,193
20,555
Construction and development < 60 months
1,457
680
Construction residential real estate < 60 months
1,565
1,565
Residential real estate first lien
5,128
4,671
Residential real estate all other
1,305
1,787
Agriculture
2,677
2,456
Commercial non-real estate
10,940
11,776
Consumer non-real estate
1,152
816
Oil and gas
1,406
1,412
Total
$
62,178
$
61,130
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following table presents an age analysis of the Company's loans held for investment:
Age Analysis of Past Due Loans
30-59 Days Past Due
60-89 Days Past Due
90 Days and Greater
Total Past Due Loans
Current Loans
Total Loans
Accruing Loans 90 Days or More Past Due
(Dollars in thousands)
As of March 31, 2026
Commercial real estate owner occupied
$
4,718
$
75
$
12,181
$
16,974
$
935,005
$
951,979
$
39
Commercial real estate non-owner occupied
934
—
18,715
19,649
1,841,679
1,861,328
205
Construction and development < 60 months
1,011
247
2,976
4,234
626,882
631,116
1,632
Construction residential real estate < 60 months
2,783
—
829
3,612
288,499
292,111
—
Residential real estate first lien
8,775
3,736
6,357
18,868
1,546,271
1,565,139
2,788
Residential real estate all other
2,399
1,356
1,409
5,164
327,501
332,665
1,015
Agriculture
5,706
1,093
2,890
9,689
475,229
484,918
1,297
Commercial non-real estate
6,996
1,092
7,347
15,435
1,333,612
1,349,047
723
Consumer non-real estate
3,990
677
1,152
5,819
525,390
531,209
597
Oil and gas
131
—
1,474
1,605
584,254
585,859
68
Total
$
37,443
$
8,276
$
55,330
$
101,049
$
8,484,322
$
8,585,371
$
8,364
As of December 31, 2025
Commercial real estate owner occupied
$
4,196
$
468
$
14,515
$
19,179
$
935,992
$
955,171
$
190
Commercial real estate non-owner occupied
370
288
19,391
20,049
1,777,017
1,797,066
806
Construction and development < 60 months
1,119
48
603
1,770
655,542
657,312
19
Construction residential real estate < 60 months
—
—
829
829
268,528
269,357
—
Residential real estate first lien
9,476
2,625
5,084
17,185
1,566,044
1,583,229
2,142
Residential real estate all other
2,343
436
2,467
5,246
323,045
328,291
1,312
Agriculture
2,643
1,681
3,245
7,569
484,207
491,776
1,950
Commercial non-real estate
2,863
1,047
10,959
14,869
1,359,740
1,374,609
730
Consumer non-real estate
4,353
973
1,430
6,756
526,659
533,415
896
Oil and gas
32
—
1,482
1,514
541,113
542,627
70
Total
$
27,395
$
7,566
$
60,005
$
94,966
$
8,437,887
$
8,532,853
$
8,115
Credit Quality Indicators
The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions. These
12
indicators are reviewed and updated regularly throughout the year. An internal risk grading system is used to indicate the credit risk of loans. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions. The general characteristics of the risk grades and the table summarizing the Company’s gross loans held for investment by year of origination and internally assigned credit grades as of December 31, 2025, are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company’s revolving loans that are converted to term loans are not material and therefore have not been presented.
The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades:
13
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
2026
2025
2024
2023
2022
Prior
Amortized Cost Basis
Total
As of March 31, 2026
(Dollars in thousands)
Commercial real estate owner occupied
Grade 1
$
15,167
$
93,912
$
65,003
$
86,542
$
108,677
$
221,193
$
13,797
$
604,291
Grade 2
21,554
75,174
38,397
29,582
44,660
94,471
9,458
313,296
Grade 3
1,300
1,056
4,377
7,720
2,926
4,632
50
22,061
Grade 4
—
51
9,701
223
1,143
1,075
138
12,331
Total
38,021
170,193
117,478
124,067
157,406
321,371
23,443
951,979
Commercial real estate non-owner occupied
Grade 1
$
91,657
$
158,036
$
126,131
$
177,916
$
254,305
$
234,208
$
14,208
$
1,056,461
Grade 2
34,602
210,316
68,315
157,257
154,280
125,796
19,273
769,839
Grade 3
8,099
2,758
—
1,414
3,378
595
—
16,244
Grade 4
—
248
17,840
666
—
30
—
18,784
Total
134,358
371,358
212,286
337,253
411,963
360,629
33,481
1,861,328
Construction and development < 60 months
Grade 1
$
49,183
$
121,493
$
74,522
$
37,719
$
34,895
$
17,777
$
22,870
$
358,459
Grade 2
15,865
100,162
33,314
81,508
11,654
6,467
6,212
255,182
Grade 3
3,831
4,065
83
—
1,615
110
6,968
16,672
Grade 4
—
344
—
37
16
406
—
803
Total
68,879
226,064
107,919
119,264
48,180
24,760
36,050
631,116
Construction residential real estate < 60 months
Grade 1
$
33,698
$
117,575
$
7,237
$
1,892
$
883
$
509
$
2,833
$
164,627
Grade 2
30,106
87,924
—
35
36
—
4,216
122,317
Grade 3
520
3,015
—
—
—
—
68
3,603
Grade 4
—
736
622
—
206
—
—
1,564
Total
64,324
209,250
7,859
1,927
1,125
509
7,117
292,111
Residential real estate first lien
Grade 1
$
65,979
$
241,750
$
176,396
$
156,207
$
164,950
$
313,566
$
5,680
$
1,124,528
Grade 2
20,126
101,965
73,933
49,191
51,358
99,057
351
395,981
Grade 3
1,731
6,030
4,833
7,114
4,115
8,851
—
32,674
Grade 4
83
962
2,081
2,785
1,020
5,025
—
11,956
Total
87,919
350,707
257,243
215,297
221,443
426,499
6,031
1,565,139
Residential real estate all other
Grade 1
$
7,620
$
35,552
$
29,623
$
19,147
$
15,542
$
16,980
$
58,855
$
183,319
Grade 2
3,178
5,215
6,599
4,981
3,561
4,961
110,175
138,670
Grade 3
437
2,329
533
343
333
673
2,455
7,103
Grade 4
—
1,221
25
344
415
302
1,266
3,573
Total
11,235
44,317
36,780
24,815
19,851
22,916
172,751
332,665
Agriculture
Grade 1
$
16,095
$
41,546
$
23,703
$
25,961
$
27,376
$
65,699
$
51,273
$
251,653
Grade 2
9,954
45,809
23,974
18,545
14,827
31,621
59,774
204,504
Grade 3
2,689
3,591
1,785
2,089
2,248
2,713
6,722
21,837
Grade 4
42
627
698
987
341
4,107
122
6,924
Total
28,780
91,573
50,160
47,582
44,792
104,140
117,891
484,918
Commercial non-real estate
Grade 1
$
29,715
$
115,387
$
88,761
$
53,474
$
83,943
$
82,069
$
297,614
$
750,963
Grade 2
29,771
115,701
46,060
43,606
27,518
17,623
244,761
525,040
Grade 3
3,681
6,691
4,989
6,746
2,579
1,455
38,871
65,012
Grade 4
387
1,183
566
1,036
2,235
278
1,223
6,908
Grade 5
—
—
309
570
134
111
—
1,124
Total
63,554
238,962
140,685
105,432
116,409
101,536
582,469
1,349,047
Consumer non-real estate
Grade 1
$
51,594
$
185,616
$
91,943
$
51,395
$
22,189
$
13,076
$
21,347
$
437,160
Grade 2
4,971
22,101
13,595
8,733
4,067
2,454
27,110
83,031
Grade 3
593
1,720
1,442
1,290
776
512
13
6,346
Grade 4
82
2,412
769
635
343
371
1
4,613
Grade 5
41
18
—
—
—
—
—
59
Total
57,281
211,867
107,749
62,053
27,375
16,413
48,471
531,209
Oil and gas
Grade 1
$
61,313
$
15,401
$
6,872
$
6,078
$
2,847
$
6,896
$
288,448
$
387,855
Grade 2
50,318
30,156
7,099
4,426
2,906
4,849
96,815
196,569
Grade 3
—
930
12
24
—
26
68
1,060
Grade 4
—
—
—
—
—
375
—
375
Total
111,631
46,487
13,983
10,528
5,753
12,146
385,331
585,859
Total loans held for investment
$
665,982
$
1,960,778
$
1,052,142
$
1,048,218
$
1,054,297
$
1,390,919
$
1,413,035
$
8,585,371
14
The following tables summarize the Company's gross charge-offs by year of origination for the periods indicated:
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
2026
2025
2024
2023
2022
Prior
Amortized Cost Basis
Total
(Dollars in thousands)
Three months ended March 31, 2026
Commercial real estate owner occupied
$
—
$
3
$
2
$
18
$
10
$
293
$
1
$
327
Commercial real estate non-owner occupied
—
—
—
—
—
—
—
—
Construction and development < 60 months
—
—
—
—
—
1
—
1
Construction residential real estate < 60 months
—
—
—
—
—
—
—
—
Residential real estate first lien
—
—
4
23
1
12
—
40
Residential real estate all other
—
—
—
—
—
2
251
253
Agriculture
—
9
27
23
8
4
76
147
Commercial non-real estate
—
9
49
64
188
36
111
457
Consumer non-real estate
—
156
221
174
55
24
13
643
Oil and gas
—
—
—
—
—
—
—
—
Total gross charge-offs
$
—
$
177
$
303
$
302
$
262
$
372
$
452
$
1,868
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
2025
2024
2023
2022
2021
Prior
Amortized Cost Basis
Total
(Dollars in thousands)
Three months ended March 31, 2025
Commercial real estate owner occupied
$
—
$
—
$
—
$
17
$
6
$
—
$
—
$
23
Commercial real estate non-owner occupied
—
—
—
—
—
—
—
—
Construction and development < 60 months
—
—
—
—
3
—
—
3
Construction residential real estate < 60 months
—
25
—
—
—
—
—
25
Residential real estate first lien
—
6
2
1
5
37
—
51
Residential real estate all other
—
—
—
—
—
—
6
6
Agriculture
—
9
—
—
1
—
17
27
Commercial non-real estate
19
10
21
33
33
72
13
201
Consumer non-real estate
—
157
224
54
6
6
—
447
Oil and gas
—
—
—
—
—
—
—
—
Total gross charge-offs
$
19
$
207
$
247
$
105
$
54
$
115
$
36
$
783
15
Allowance for Credit Losses Methodology
The Company determines its provision for credit losses and allowance for credit losses using the current expected credit loss methodology that is referred to as the current expected credit loss ("CECL") model. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The allowance for credit losses methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The following tables detail activity in the allowance for credit losses on loans for the periods presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
Allowance for Credit Losses
Balance at beginning of period
Charge- offs
Recoveries
Net charge-offs
Provision for/(benefit from) credit losses on loans
Balance at end of period
(Dollars in thousands)
Three Months Ended March 31, 2026
Commercial real estate owner occupied
$
6,937
$
(327
)
$
110
$
(217
)
$
(29
)
$
6,691
Commercial real estate non-owner occupied
33,266
—
4
4
1,779
35,049
Construction and development < 60 months
4,682
(1
)
—
(1
)
(101
)
4,580
Construction residential real estate < 60 months
2,868
—
—
—
(145
)
2,723
Residential real estate first lien
7,499
(40
)
6
(34
)
(604
)
6,861
Residential real estate all other
1,775
(253
)
1
(252
)
911
2,434
Agriculture
5,258
(147
)
3
(144
)
57
5,171
Commercial non-real estate
26,926
(457
)
106
(351
)
66
26,641
Consumer non-real estate
7,952
(643
)
91
(552
)
695
8,095
Oil and gas
7,136
—
—
—
(51
)
7,085
Total
$
104,299
$
(1,868
)
$
321
$
(1,547
)
$
2,578
$
105,330
Allowance for Credit Losses
Balance at beginning of period
Charge- offs
Recoveries
Net charge-offs
Provision for/(benefit from) credit losses on loans
Balance at end of period
(Dollars in thousands)
Three Months Ended March 31, 2025
Commercial real estate owner occupied
$
6,869
$
(23
)
$
39
$
16
$
106
$
6,991
Commercial real estate non-owner occupied
33,097
—
—
—
656
33,753
Construction and development < 60 months
8,671
(3
)
—
(3
)
(55
)
8,613
Construction residential real estate < 60 months
2,336
(25
)
—
(25
)
(29
)
2,282
Residential real estate first lien
4,568
(51
)
3
(48
)
146
4,666
Residential real estate all other
1,741
(6
)
21
15
34
1,790
Agriculture
5,696
(27
)
11
(16
)
96
5,776
Commercial non-real estate
24,150
(201
)
125
(76
)
(197
)
23,877
Consumer non-real estate
4,833
(447
)
81
(366
)
353
4,820
Oil and gas
7,536
—
—
—
351
7,887
Total
$
99,497
$
(783
)
$
280
$
(503
)
$
1,461
$
100,455
Purchased Credit Deteriorated Loans
The Company has previously purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The Company did not purchase credit-deteriorated loans during the three month period ended March 31, 2026 or March 31, 2025.
16
Collateral Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the three months ended March 31, 2026 and 2025, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. The following tables summarize collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows:
Collateral Type
Real Estate
Business Assets
Other Assets
Total
Specific Allocation
(Dollars in thousands)
As of March 31, 2026
Commercial real estate owner occupied
$
549
$
545
$
—
$
1,094
$
216
Commercial real estate non-owner occupied
14,109
—
—
14,109
1,087
Construction and development < 60 months
1,051
—
—
1,051
238
Construction residential real estate < 60 months
829
—
—
829
229
Residential real estate first lien
2,428
—
—
2,428
504
Residential real estate all other
734
—
—
734
550
Agriculture
2,287
119
11
2,417
256
Commercial non-real estate
—
11,335
466
11,801
5,253
Consumer non-real estate
—
—
896
896
549
Oil and gas
—
853
—
853
110
Total collateral-dependent loans held for investment
$
21,987
$
12,852
$
1,373
$
36,212
$
8,992
Collateral Type
Real Estate
Business Assets
Other Assets
Total
Specific Allocation
(Dollars in thousands)
As of December 31, 2025
Commercial real estate owner occupied
$
1,173
$
547
$
—
$
1,720
$
479
Commercial real estate non-owner occupied
14,746
—
—
14,746
1,162
Construction and development < 60 months
1,917
—
—
1,917
523
Construction residential real estate < 60 months
829
—
—
829
229
Residential real estate first lien
4,257
—
—
4,257
1,373
Residential real estate all other
110
—
—
110
51
Agriculture
2,287
171
11
2,469
294
Commercial non-real estate
—
14,769
45
14,814
5,616
Consumer non-real estate
—
—
707
707
444
Oil and gas
—
1,089
—
1,089
110
Total collateral-dependent loans held for investment
$
25,319
$
16,576
$
763
$
42,658
$
10,281
Non-Cash Transfers from Loans and Premises and Equipment
Transfers from loans and premises and equipment to other real estate owned and repossessed assets are non-cash transactions, and are not included in the consolidated statements of cash flow.
Transfers from loans and premises and equipment to other real estate owned and repossessed assets during the periods presented are summarized as follows:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Other real estate owned
$
3,401
$
909
Repossessed assets
2,121
824
Total
$
5,522
$
1,733
17
(5) INTANGIBLE ASSETS AND GOODWILL
The following is a summary of intangible assets as of the date listed:
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
(Dollars in thousands)
March 31, 2026
Core deposit intangibles
$
38,060
$
(17,690
)
$
20,370
Customer relationship intangibles
3,350
(3,338
)
12
Total
$
41,410
$
(21,028
)
$
20,382
December 31, 2025
Core deposit intangibles
$
38,060
$
(16,720
)
$
21,340
Customer relationship intangibles
3,350
(3,333
)
17
Total
$
41,410
$
(20,053
)
$
21,357
The following is a summary of goodwill by business segment for the three months ended March 31, 2026:
BancFirst Metropolitan Banks
BancFirst Community Banks
Pegasus
Worthington
ABOK
Other Financial Services
Executive, Operations & Support
Consolidated
(Dollars in thousands)
Balance at beginning of period
$
13,767
$
61,420
$
68,855
$
32,133
$
476
$
5,464
$
624
$
182,739
ABOK acquisition adjustments
—
1,125
—
—
(476
)
—
—
649
Balance at end of period
$
13,767
$
62,545
$
68,855
$
32,133
$
—
$
5,464
$
624
$
183,388
The Company acquired ABOK on November 17, 2025, ABOK operated as a subsidiary of BancFirst Corporation until February 13, 2026 when ABOK was merged into BancFirst. An additional $649,000 in goodwill was recorded during the first quarter related to this transaction. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions. Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
(6) SUBORDINATED DEBT
In 2004, BFC Capital Trust II (“BFC II”), issued $26 million of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Cumulative Trust Preferred Securities”) to other investors. The proceeds from the sale of the Cumulative Trust Preferred Securities and the common securities of BFC II were invested in $26.8 million of 7.20% Junior Subordinated Debentures of the Company. Interest payments on the $26.8 million of 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. Such interest payments may be deferred for up to twenty consecutive quarters. The stated maturity date of the $26.8 million of 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Cumulative Trust Preferred Securities represent an undivided interest in the $26.8 million of 7.20% Junior Subordinated Debentures and are guaranteed by the Company. During any deferral period or during any event of default, the Company may not declare or pay any dividends on any of its capital stock. The Cumulative Trust Preferred Securities have been callable at par, in whole or in part, since March 31, 2009.
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”) to various institutional accredited investors. The sale of the Subordinated Notes was pursuant to a Subordinated Note Purchase Agreement entered into with each of the investors. The Subordinated Notes qualify as Tier 2 capital under bank regulatory guidelines. The net proceeds to the Company from the sale of the Subordinated Notes were approximately $59.15 million net of commissions and offering expenses. The Company used the proceeds from the sale of the Subordinated Notes for general corporate purposes. The Subordinated Notes initially bear interest at a fixed rate of 3.50% per annum, from and including June 17, 2021 to but excluding June 30, 2031, payable
18
semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2021. Then, from and including June 30, 2031, to but excluding the maturity date, the Subordinated Notes will bear interest at a floating rate equal to the benchmark (initially, three-month term SOFR), reset quarterly, plus a spread of 229 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Subordinated Notes mature on June 30, 2036.
The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part. In addition, the Company may redeem all, but not less than all, of the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes). Any such redemption is subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (or its designee). The redemption price with respect to any such redemption will be equal to 100% of the principal amount of the Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the redemption date.
(7) STOCK-BASED COMPENSATION
On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. At March 31, 2026 there were 412,075 shares available for future grants. The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSU's are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.
The following table is a summary of the activity under the Company's RSU plan.
Wgtd. Avg.
Restricted
Grant Date
Stock Units
Fair Value
Three Months Ended March 31, 2026
Nonvested at December 31, 2025
65,710
$
105.92
Granted
16,100
110.00
Vested
(1,300
)
88.49
Nonvested at March 31, 2026
80,510
107.02
The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of March 31, 2026, there are 25,136 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2030, if not extended. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. There were 6,431 and 4,045 shares of common stock distributed from the Deferred Stock Compensation Plan during the three months ended March 31, 2026 and 2025, respectively.
A summary of the accumulated stock units under the Deferred Stock Compensation Plan is as follows:
March 31, 2026
December 31, 2025
Accumulated stock units
118,602
122,841
Average price
$
52.40
$
50.50
The Company terminated the BancFirst Corporation Stock Option Plan (the “Employee Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.
19
The Company terminated the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) on June 1, 2023. The remaining options will continue to vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.
The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:
Wgtd. Avg.
Wgtd. Avg.
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Options
Price
Term
Value
(Dollars in thousands, except option data)
Three Months Ended March 31, 2026
Outstanding at December 31, 2025
830,220
$
60.01
Options exercised
(11,050
)
49.30
Options canceled, forfeited, or expired
(5,000
)
90.56
Outstanding at March 31, 2026
814,170
59.97
8.79 Yrs.
$
39,512
Exercisable at March 31, 2026
431,420
48.55
7.25 Yrs.
$
25,864
The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Total intrinsic value of options exercised
$
749
$
1,734
Cash received from options exercised
545
773
Tax benefit realized from options exercised
180
417
The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.
Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company. The Company had no cash settlements during the three months ended March 31, 2026 or March 31, 2025.
Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income. The components of stock-based compensation expense for all share-based compensation plans and related tax benefits are as follows:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Stock-based compensation expense
$
767
$
790
Tax benefit
184
190
Stock-based compensation expense, net of tax
$
583
$
600
The Company amortizes the unearned stock-based compensation expense over the remaining vesting period of approximately three years for unvested stock options and five years for unvested RSU's. The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSU's:
March 31, 2026
(Dollars in thousands)
Unearned stock-based compensation expense for unvested stock options
$
4,459
Unearned stock-based compensation expense for unvested RSU's
7,352
(8) STOCKHOLDERS’ EQUITY
20
The Company has adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used to purchase treasury stock for the issuance of stock related to stock-based compensation plans, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP is determined by management and approved by the Company’s Executive Committee.
The following table is a summary of the shares under the SRP:
Three Months Ended March 31,
2026
2025
Shares remaining to be repurchased
479,784
479,784
BancFirst Corporation, BancFirst, Pegasus and Worthington are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of assets, liabilities and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s consolidated financial statements. The Company believes that as of March 31, 2026, BancFirst Corporation, BancFirst, Pegasus and Worthington each met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:
Required
To Be Well
For Capital
With
Capitalized Under
Adequacy
Capital Conservation
Prompt Corrective
Actual
Purposes
Buffer
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
As of March 31, 2026:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation
$
1,900,334
20.22%
$
752,045
8.00%
$
987,059
10.50%
N/A
N/A
BancFirst
1,407,092
18.01%
625,106
8.00%
820,451
10.50%
$
781,382
10.00%
Pegasus
179,820
17.60%
81,758
8.00%
107,307
10.50%
102,197
10.00%
Worthington
65,749
13.26%
39,660
8.00%
52,053
10.50%
49,574
10.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation
$
1,708,849
18.18%
$
423,025
4.50%
$
658,040
7.00%
N/A
N/A
BancFirst
1,296,602
16.59%
351,622
4.50%
546,968
7.00%
$
507,898
6.50%
Pegasus
168,739
16.51%
45,989
4.50%
71,538
7.00%
66,428
6.50%
Worthington
60,825
12.27%
22,309
4.50%
34,702
7.00%
32,223
6.50%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation
$
1,734,849
18.45%
$
564,034
6.00%
$
799,048
8.50%
N/A
N/A
BancFirst
1,316,602
16.85%
468,829
6.00%
664,175
8.50%
$
625,106
8.00%
Pegasus
168,739
16.51%
61,318
6.00%
86,867
8.50%
81,758
8.00%
Worthington
60,825
12.27%
29,745
6.00%
42,138
8.50%
39,660
8.00%
Tier 1 Capital
(to Quarterly Average Assets)-
BancFirst Corporation
$
1,734,849
11.78%
$
589,295
4.00%
N/A
N/A
N/A
N/A
BancFirst
1,316,602
10.49%
502,052
4.00%
N/A
N/A
$
627,565
5.00%
Pegasus
168,739
11.27%
59,914
4.00%
N/A
N/A
74,892
5.00%
Worthington
60,825
9.41%
25,843
4.00%
N/A
N/A
32,304
5.00%
As of March 31, 2026, BancFirst, Pegasus and Worthington were classified by the Federal Reserve as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive
21
income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. The Company’s trust preferred securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital. BancFirst, Pegasus and Worthington have had no events or conditions that management believes would materially change their category under capital requirements existing as of the report dates.
(9) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
Three Months Ended March 31,
2026
2025
(Dollars in thousands, except per share data)
(Numerator)
Income available to common stockholders
$
62,995
$
56,112
(Denominator)
Weighted average shares outstanding for basic earnings per common share
33,557,536
33,232,788
Dilutive effect of stock compensation
470,359
536,085
Weighted-average shares outstanding for diluted earnings per common share
34,027,895
33,768,873
Basic earnings per share
$
1.88
$
1.69
Diluted earnings per share
$
1.85
$
1.66
The following table shows the number of options and RSU's that were excluded from the computation of diluted net income per common share for each period because they were anti-dilutive for the period:
Shares
Three Months Ended March 31, 2026
74,110
Three Months Ended March 31, 2025
57,733
(10) FAIR VALUE MEASUREMENTS
Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.
FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
•
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•
Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument.
•
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. This category includes certain collaterally dependent loans, repossessed assets, other real estate owned, goodwill and other intangible assets.
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis
A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.
22
Debt Securities Available for Sale
Debt securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other debt securities available for sale including U.S. federal agencies, registered mortgage backed debt securities and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and a bond’s terms and conditions, among other things. The Company also invests in private label mortgage backed debt securities for which observable information is not readily available. These debt securities are reported at fair value utilizing Level 3 inputs. For these debt securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors. Discount rates are primarily based on reference to interest rate spreads on comparable debt securities of similar duration and credit rating as determined by the nationally recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar debt securities.
The Company reviews the prices for Level 1 and Level 2 debt securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio debt securities that are esoteric or that have complicated structures. The Company’s portfolio primarily consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through debt securities, general obligation municipal bonds and municipal revenue bonds. Pricing for such instruments is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters for pricing mentioned in the preceding paragraph adjusted for the specific issue. Periodically, the Company will validate prices supplied by the independent pricing service by comparison to prices obtained from third party sources.
Derivatives
Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options. The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Total Fair Value
(Dollars in thousands)
March 31, 2026
Debt securities available for sale:
U.S. Treasury
$
837,392
$
—
$
—
$
837,392
U.S. federal agencies
—
6,516
—
6,516
Mortgage-backed securities
—
16,030
—
16,030
States and political subdivisions
—
14,951
1,835
16,786
Other debt securities
—
7,294
2,000
9,294
Derivative assets
—
45,456
—
45,456
Derivative liabilities
—
43,753
—
43,753
December 31, 2025
Debt securities available for sale:
U.S. Treasury
$
874,976
$
—
$
—
$
874,976
U.S. federal agencies
—
6,987
—
6,987
Mortgage-backed securities
—
16,592
—
16,592
States and political subdivisions
—
14,527
1,978
16,505
Other debt securities
7,327
2,000
9,327
Derivative assets
—
21,198
—
21,198
Derivative liabilities
—
19,767
—
19,767
23
The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:
Three Months Ended March 31,
Twelve Months Ended December 31,
2026
2025
(Dollars in thousands)
Balance at the beginning of the year
$
3,978
$
150
Purchases
—
3,858
Settlements
—
(30
)
Total unrealized loss
(143
)
—
Balance at the end of the period
$
3,835
$
3,978
The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the three months ended March 31, 2026, and the year ended December 31, 2025, the Company did not transfer any debt securities.
Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.
The Company invests in equity securities without readily determinable fair values and utilizes Level 3 inputs. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.
Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. When the Company determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. In no case does the fair value of a collateral dependent loan exceed the fair value of the underlying collateral. The collateral dependent loans are adjusted to fair value through a specific allocation of the allowance for credit losses or a direct charge-down of the loan.
Repossessed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible credit losses based upon the fair value of the repossessed asset.
Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.
The following table summarizes assets measured at fair value on a nonrecurring basis during the period presented. These nonrecurring fair values do not represent all assets, only those assets that have been adjusted during the reporting period:
Total Fair Value
Level 3
(Dollars in thousands)
As of and for the Year-to-date Period Ended March 31, 2026
Equity securities
$
10,327
Collateral dependent loans
3,237
Repossessed assets
1,818
Other real estate owned
4,823
As of and for the Year-to-date Period Ended December 31, 2025
Equity securities
$
9,271
Collateral dependent loans
24,534
Repossessed assets
1,257
Other real estate owned
45,376
24
Estimated Fair Value of Financial Instruments
The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
Cash and Cash Equivalents Include: Cash and Due from Banks and Interest-Bearing Deposits with Banks
The carrying amount of these short-term instruments is based on a reasonable estimate of fair value.
Federal Funds Sold
The carrying amount of these short-term instruments is a reasonable estimate of fair value.
Debt Securities Held for Investment
For debt securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar debt securities adjusting for credit or liquidity if applicable. For debt securities held for investment for which observable information is not readily available, the Company reports these at fair value utilizing Level 3 inputs.
Loans Held for Sale
The Company originates mortgage loans to be sold. At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs. Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.
Loans Held for Investment
To determine the fair value of loans held for investment, the Company uses an exit price calculation, which takes into account factors such as liquidity, credit and the nonperformance risk of loans. For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Deposits
The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.
Short-Term Borrowings
The amounts payable on these short-term instruments are reasonable estimates of fair value.
Long-Term Borrowings
The fair values of fixed-rate long-term borrowings are estimated using the rates that would be charged for borrowings of similar remaining maturities.
Subordinated Debt
The fair values of subordinated debt are estimated using the rates that would be charged for subordinated debt of similar remaining maturities.
Loan Commitments and Letters of Credit
The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.
25
The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:
March 31, 2026
December 31, 2025
Carrying Amount
Fair Value
Carrying Amount
Fair Value
(Dollars in thousands)
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents
$
4,684,546
$
4,684,546
$
4,404,360
$
4,404,360
Federal funds sold
—
—
91,712
91,712
Debt securities held for investment
1
1
1
1
Loans held for sale
10,697
10,697
11,781
11,781
Level 3 inputs:
Debt securities held for investment
500
500
560
560
Loans, net of allowance for credit losses
8,480,041
9,315,856
8,428,554
9,276,411
FINANCIAL LIABILITIES
Level 2 inputs:
Deposits
12,901,101
12,130,516
12,670,393
11,891,207
Short-term borrowings
14,990
14,990
10,010
10,010
Long-term borrowings
—
—
12,000
11,760
Subordinated debt
86,228
81,571
86,214
81,936
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
Loan commitments
4,292
4,188
Letters of credit
596
659
Non-financial Assets and Non-financial Liabilities Measured at Fair Value
The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. In addition, the Company has no non-financial liabilities measured at fair value on a nonrecurring basis. Non-financial assets measured at fair value on a nonrecurring basis include intangible assets. The intangible assets are evaluated at least annually for impairment. The overall levels of non-financial assets measured at fair value on a nonrecurring basis were not considered to be significant to the Company at March 31, 2026 or December 31, 2025.
(11) DERIVATIVE FINANCIAL INSTRUMENTS
The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, to mitigate the exposure to fluctuations in oil and gas prices, the Company simultaneously enters into an offsetting contract with a counterparty. These derivatives are not designated as hedged instruments and are recorded on the Company's consolidated balance sheet at fair value and are included in other assets. The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices. At March 31, 2026, the Company had a margin asset included in other assets in the amount of $53.2 million. At December 31, 2025, the Company had a margin liability included in other liabilities in the amount of $7.4 million.
The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:
26
March 31, 2026
December 31, 2025
Oil and Natural Gas Swaps and Options
Notional Units
Notional Amount
Estimated Fair Value
Notional Amount
Estimated Fair Value
(Notional amounts and dollars in thousands)
Oil
Derivative assets
Barrels
4,098
$
35,567
2,395
$
13,712
Derivative liabilities
Barrels
(4,098
)
(34,581
)
(2,395
)
(13,141
)
Gas/Natural Gas Liquids
Derivative assets
MMBTUs/Gallons
30,325
9,889
34,029
7,486
Derivative liabilities
MMBTUs/Gallons
(30,325
)
(9,172
)
(34,029
)
(6,626
)
Total Fair Value
Included in
Derivative assets
Other assets
45,456
21,198
Derivative liabilities
Other liabilities
(43,753
)
(19,767
)
The following table is a summary of the Company's recognized income related to the activity, which was included in other noninterest income:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Derivative income
$
241
$
221
The Company's credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts represents the profit derived from the activity and is unaffected by the market price movements. The Company's share of total profit is approximately 35%.
Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Moody's) and monitoring market information.
The following table is a summary of the Company's net credit exposure relating to oil and gas swaps and options with bank counterparties:
March 31, 2026
December 31, 2025
(Dollars inthousands)
Credit exposure
$
—
$
21,197
Balance Sheet Offsetting
Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company's derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association ("ISDA") master agreements, which include "right of set-off" provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.
(12) SEGMENT INFORMATION
The Company, along with its chief operating decision maker (CODM), which is BancFirst Corporation's Chief Executive Officer, evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The financial information for each business unit is presented on the basis used internally by management and the CODM to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units. Capital expenditures are generally charged to the business unit using the asset.
27
The six principal business units are BancFirst metropolitan banks, BancFirst community banks, Pegasus, Worthington, other financial services and executive, operations, support and eliminations. BancFirst metropolitan banks, BancFirst community banks, Pegasus and Worthington offer traditional banking products such as commercial and retail lending and a full line of deposit accounts. BancFirst metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. BancFirst community banks consist of banking locations in communities in Oklahoma outside the Oklahoma City and Tulsa metropolitan areas. Pegasus consists of banking locations in the Dallas metropolitan area. Worthington consists of banking locations in the Arlington, Fort Worth and Denton, Texas. Other financial services are specialty product business units including guaranteed small business lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations, support and eliminations group represents executive management, operational support, corporate functions that are not allocated to the other business units and elimination adjustments to consolidate the business units.
The results of operations and selected financial information for the six business units are as follows:
BancFirst Metropolitan Banks
BancFirst Community Banks
Pegasus
Worthington
Other Financial Services
Executive, Operations, Support and Eliminations
Consolidated
(Dollars in thousands)
Three Months Ended March 31, 2026
Interest income
$
48,009
$
112,467
$
20,037
$
8,861
$
2,415
$
(1,609
)
$
190,180
Interest expense
18,084
37,670
7,070
2,461
854
(3,564
)
62,575
Total provision for/(benefit from) credit losses
712
951
193
257
229
(199
)
2,143
Noninterest income
6,617
18,074
543
219
17,702
8,236
51,391
Depreciation and amortization
469
2,842
111
143
150
2,076
5,791
Other noninterest expense
12,506
40,929
6,006
3,802
10,755
17,000
90,998
Income before taxes
$
22,855
$
48,149
$
7,200
$
2,417
$
8,129
$
(8,686
)
$
80,064
Capital expenditures
$
1,541
$
6,194
$
723
$
7
$
69
$
2,249
$
10,783
March 31, 2026
Loans held for investment
$
2,553,149
$
4,475,912
$
946,784
$
492,346
$
106,091
$
11,089
$
8,585,371
Total assets
$
3,865,268
$
8,672,201
$
1,563,929
$
683,340
$
119,388
$
212,415
$
15,116,541
Total deposits
$
3,251,968
$
7,961,345
$
1,305,146
$
587,277
$
—
$
(204,635
)
$
12,901,101
Three Months Ended March 31, 2025
Interest income
$
49,386
$
105,612
$
19,709
$
8,593
$
2,376
$
(3,200
)
$
182,476
Interest expense
20,529
39,465
7,185
3,197
979
(4,828
)
66,527
Total provision for/(benefit from) credit losses
(51
)
1,187
105
132
18
195
1,586
Noninterest income
6,227
17,746
559
229
16,662
7,471
48,894
Depreciation and amortization
480
2,653
148
168
143
2,102
5,694
Other noninterest expense
11,562
34,726
5,642
3,762
14,617
16,176
86,485
Income before taxes
$
23,093
$
45,327
$
7,188
$
1,563
$
3,281
$
(9,374
)
$
71,078
Capital expenditures
$
940
$
2,451
$
194
$
36
$
272
$
7,417
$
11,310
March 31, 2025
Loans held for investment
$
2,423,864
$
4,129,905
$
888,551
$
462,816
$
96,689
$
92,702
$
8,094,527
Total assets
$
3,559,494
$
8,049,771
$
1,518,402
$
668,920
$
102,351
$
139,117
$
14,038,055
Total deposits
$
2,973,626
$
7,414,687
$
1,296,438
$
581,139
$
—
$
(139,140
)
$
12,126,750
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition as of March 31, 2026 and December 31, 2025 and results of operations for the three months ended March 31, 2026 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2025 and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2025 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.
FORWARD LOOKING STATEMENTS
The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
•
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.
•
Changes in fiscal, monetary or regulatory policy may have adverse consequences including impacts to the labor market, tariffs and inflation which may impact our financial performance.
•
Changes in the regulatory environment for the banking industry, including rule-making, supervision, examination and enforcement.
•
The increased time, effort and staffing needs related to ongoing and/or changed regulations from regulatory bodies could negatively impact noninterest expense.
•
Local, regional, national and international economic conditions, including the effect of a government shutdown, and the impact they may have on the Company and its customers.
•
Inflation, including wage inflation, energy prices, securities markets and monetary fluctuations.
•
Changes in oil and gas commodity prices and the potential impact to the related loan portfolio as well as the overall impact to the regional economic environment.
•
Changes in interest rates.
•
Adverse developments in the banking industry that could impact customer confidence.
•
Further shift in deposit mix from noninterest-bearing deposits to interest-bearing deposits could negatively impact net interest margin.
•
Changes in the financial performance and/or condition of the Company’s borrowers.
•
Changes in consumer spending, borrowing and savings habits.
•
Changes in the mix of loan sectors and types or the level of non-performing assets and charge-offs.
29
•
Deterioration in the market for commercial office property could have an adverse effect on the value of the Company's other real estate owned as well as commercial office collateral for the Company's commercial real estate loans.
•
Impairment of the Company’s goodwill or other intangible assets.
•
Technological changes, artificial intelligence, fintech competition and disruption to the traditional banking systems, including emerging regulation around stablecoins, tokenized deposits, blockchain technology in payment networks and market acceptance of digital assets.
•
Cyber threats including system failures, interruptions or security breaches, which could include fraud or ransomware, impacting the Company, third-party vendors and/or customers.
•
The Company’s success at managing the risks involved in the foregoing items.
Actual results may differ materially from forward-looking statements.
SUMMARY
The Company’s net income for the first quarter of 2026 was $63.0 million, compared to $56.1 million for the first quarter of 2025. Diluted net income per common share was $1.85 and $1.66 for the first quarter of 2026 and 2025, respectively. The Company’s net interest income for the first quarter of 2026 increased to $127.6 million from $115.9 million for the first quarter of 2025. Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income. Net interest margin was 3.74% for the first quarter of 2026 compared to 3.70% for the first quarter of 2025. The Company recorded a provision for credit losses of $2.1 million in the first quarter of 2026 compared to $1.6 million for the first quarter of 2025.
Noninterest income for the quarter totaled $51.4 million compared to $49.0 million last year. Trust revenue, services charges on deposits, treasury income, and securities transaction each increased compared to first quarter of 2025 partially offset by a decrease in insurance commissions.
Noninterest expense grew to $96.8 million for the quarter-ended March 31, 2026 compared to $92.2 million in the same quarter in 2025. The increase in noninterest expense was primarily attributable to the growth in salaries and employee benefits of $4.3 million. The total salaries and benefits expenses recorded of $58.9 million for the period ended March 31, 2026 is after a favorable adjustment to the funded employee benefit trust of $1.8 million. Total noninterest expense for the first quarter of 2026 also reflects conversion expenses related to ABOK. For the first quarter of 2025 the Company recorded a $4.4 million expense related to the disposition of certain equity investments no longer permissible under the Volcker rule, no such equivalent expense was recorded in 2026.
At March 31, 2026, the Company’s total assets were $15.1 billion, an increase of $277.6 million from December 31, 2025. Loans grew $51.4 million from December 31, 2025, totaling $8.6 billion at March 31, 2026. Deposits totaled $12.9 billion, an increase of $230.7 million from year-end 2025. Sweep accounts totaled $5.1 billion at March 31, 2026, up $160.2 million from December 31, 2025. The Company’s total stockholders’ equity was $1.9 billion, an increase of $47.8 million over December 31, 2025.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See Note (1) of the Notes to the Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements since December 31, 2025, the date of its most recent annual report to stockholders.
SEGMENT INFORMATION
See Note (12) of the Notes to the Consolidated Financial Statements for disclosures regarding business segments.
30
RESULTS OF OPERATIONS
Average Balances, Income, Expenses and Rates
The following table presents certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. For these computations: (i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $5.1 million for the three months ended March 31, 2026 compared to $5.0 million for the three months ended March 31, 2025.
BANCFIRST CORPORATION
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
(Unaudited)
Taxable Equivalent Basis
(Dollars in thousands)
Three Months Ended March 31,
2026
2025
Interest
Average
Interest
Average
Average
Income/
Yield/
Average
Income/
Yield/
Balance
Expense
Rate
Balance
Expense
Rate
ASSETS
Earning assets:
Loans
$
8,550,328
$
144,317
6.85
%
$
8,050,816
$
137,178
6.91
%
Securities – taxable
901,732
5,873
2.64
1,195,306
7,006
2.38
Securities – tax exempt
7,545
66
3.56
2,192
22
4.13
Federal funds sold and interest-bearing deposits with banks
4,392,801
40,082
3.70
3,492,467
38,468
4.47
Total earning assets
13,852,406
190,338
5.57
12,740,781
182,674
5.81
Nonearning assets:
Cash and due from banks
225,545
214,859
Interest receivable and other assets
947,400
828,449
Allowance for credit losses
(104,409
)
(99,703
)
Total nonearning assets
1,068,536
943,605
Total assets
$
14,920,942
$
13,684,386
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Money market and interest-bearing checking deposits
$
5,594,239
$
35,318
2.56
%
$
5,302,584
$
40,720
3.11
%
Savings deposits
1,350,444
8,938
2.68
1,138,173
8,900
3.17
Time deposits
1,819,643
16,972
3.78
1,494,885
15,870
4.31
Short-term borrowings
15,096
142
3.82
643
7
4.36
Long-term borrowings
6,144
42
2.77
—
—
—
Subordinated debt
86,219
1,030
4.85
86,162
1,030
4.85
Other liabilities
16,725
133
3.23
—
—
—
Total interest-bearing liabilities
8,888,510
62,575
2.86
8,022,447
66,527
3.36
Interest-free funds:
Noninterest-bearing deposits
3,994,201
3,889,812
Interest payable and other liabilities
158,808
129,460
Stockholders' equity
1,879,423
1,642,667
Total interest free funds
6,032,432
5,661,939
Total liabilities and stockholders' equity
$
14,920,942
$
13,684,386
Net interest income
$
127,763
$
116,147
Net interest spread
2.71
%
2.45
%
Effect of interest free funds
1.03
%
1.25
%
Net interest margin
3.74
%
3.70
%
31
Selected income statement data and other selected data for the comparable periods were as follows:
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended March 31,
2026
2025
Income Statement Data
Net interest income
$
127,605
$
115,949
Provision for credit losses on loans
2,578
1,461
Securities transactions
904
(333
)
Total noninterest income
51,391
48,894
Salaries and employee benefits
58,855
54,593
Total noninterest expense
96,789
92,179
Net income
62,995
56,112
Per Common Share Data
Net income – basic
$
1.88
$
1.69
Net income – diluted
1.85
1.66
Cash dividends
0.49
0.46
Performance Data
Return on average assets
1.71
%
1.66
%
Return on average stockholders' equity
13.59
13.85
Cash dividend payout ratio
26.10
27.22
Net interest spread
2.71
2.45
Net interest margin
3.74
3.70
Efficiency ratio
54.07
55.92
Net charge-offs to average loans
0.02
0.01
Net Interest Income
For the three months ended March 31, 2026, net interest income, which is the Company’s principal source of operating revenue, increased $11.7 million or 10.1% compared to the three months ended March 31, 2025. Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period.
Provision for Credit Losses on Loans
The Company establishes an allowance as an estimate of the expected credit losses in the loan portfolio at the balance sheet date. Management believes the allowance for credit losses is appropriate based upon management’s best estimate of expected losses within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change which could affect the amount of future provisions for credit losses.
Net loan charge-offs were $1.5 million for the first quarter of 2026 compared to net loan charge-offs of $503,000 for the first quarter of 2025. The rate of net charge-offs to average total loans continues to be at a low level.
Noninterest Income
Noninterest income increased by $2.5 million for the first quarter of 2026 compared to the first quarter of 2025. Trust revenue, services charges on deposits, treasury income and securities transactions each increased when compared to first quarter of 2025 partially offset by a decrease in insurance commissions.
Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $8.0 million and $7.4 million for the three months ended March 31, 2026 and 2025, respectively. This represents 15.5% and 15.1% of the Company’s noninterest income for the
32
respective periods. In addition, the Company had debit card usage and interchange fees totaling $6.8 million and $6.5 million for the three months ended March 31, 2026 and 2025, respectively. This represents 13.3% of the Company’s noninterest income for both periods.
Noninterest Expense
Noninterest expense increased by $4.6 million for first quarter of 2026 compared to the first quarter of 2025. The increase in noninterest expense was primarily attributable to the growth in salaries and employee benefits of $4.3 million. The total salaries and benefits expenses recorded of $58.9 million for the period ended March 31, 2026 is after a favorable adjustment to the funded employee benefit trust of $1.8 million. The total salaries and benefits expenses recorded of $54.6 million for the period ended March 31, 2025 is after a favorable adjustment to the funded employee benefit trust of $419,000. Total noninterest expense for the first quarter of 2026 also reflects conversion expenses related to ABOK. For the first quarter of 2025 the Company recorded a $4.4 million expense related to the disposition of certain equity investments no longer permissible under the Volcker Rule, no such equivalent expense was recorded in 2026.
Income Taxes
The Company’s effective tax rate was 21.3% for the first quarter of 2026, compared to 21.1% for the first quarter of 2025. The primary reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.
33
FINANCIAL POSITION
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share data)
March 31,
December 31,
2026
2025
(unaudited)
Balance Sheet Data
Total assets
$
15,116,541
$
14,838,893
Interest-bearing deposits with banks
4,430,751
4,177,406
Debt securities
886,519
924,948
Total loans (net of unearned interest)
8,596,068
8,544,634
Allowance for credit losses
105,330
104,299
Noninterest-bearing demand deposits
4,105,840
3,897,613
Money market and interest-bearing checking deposits
5,605,932
5,610,882
Savings deposits
1,391,142
1,318,062
Time deposits
1,798,187
1,843,836
Total deposits
12,901,101
12,670,393
Stockholders' equity
1,901,912
1,854,125
Book value per share
56.65
55.28
Tangible book value per share (non-GAAP)(1)
50.58
49.20
Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2)
Stockholders' equity
$
1,901,912
$
1,854,125
Less goodwill
183,388
182,739
Less intangible assets, net
20,382
21,357
Tangible stockholders' equity (non-GAAP)
$
1,698,142
$
1,650,029
Common shares outstanding
33,575,976
33,539,032
Tangible book value per share (non-GAAP)
$
50.58
$
49.20
Selected Financial Ratios
Balance Sheet Ratios:
Average loans to deposits (year-to-date)
67.02
%
67.22
%
Average earning assets to total assets (year-to-date)
92.84
93.02
Average stockholders' equity to average assets (year-to-date)
12.60
12.22
Asset Quality Data
Loans past due 90 days and still accruing
$
8,364
$
8,115
Nonaccrual loans (3)
62,178
61,130
Other real estate owned and repossessed assets
53,649
49,134
Asset Quality Ratios:
Nonaccrual loans to total loans
0.72
%
0.72
%
Allowance for credit losses to total loans
1.23
1.22
Allowance for credit losses to nonaccrual loans
169.40
170.62
(1) Refer to the “Reconciliation of Tangible Book Value per Common Share (non-GAAP)” table.
(2) Tangible book value per common share is stockholders’ equity less goodwill and intangible assets, net, divided by common shares outstanding. This amount is a non-GAAP financial measure but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of the Company. This measure should not be considered a substitute for operating results determined in accordance with GAAP.
(3) Government agencies guaranteed approximately $10.8 million of nonaccrual loans at March 31, 2026.
Cash and Due from Banks, Federal Funds Sold and Interest-Bearing Deposits with Banks
The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $188.5 million or 4.2%, to $4.7 billion from December 31, 2025 to March 31, 2026. The increase was related to an increase of interest-bearing deposits and maturing securities, somewhat offset by a reduction of federal funds sold.
34
Securities
At March 31, 2026, total debt securities decreased $38.4 million, or 4.2% compared to December 31, 2025. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized loss on debt securities available for sale, before taxes, was $14.0 million at March 31, 2026, compared to a net unrealized loss of $10.8 million at December 31, 2025. These unrealized losses, net of income taxes, of $10.7 million at March 31, 2026 and $8.3 million at December 31, 2025 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss. The Company purchased $25.3 million of debt securities during the quarter ended March 31, 2026. No purchases were made during the first quarter of 2025. The Company did not recognize a gain or loss on debt securities during the quarters ended March 31, 2026 or 2025. The Company had maturities and paydowns of debt securities totaling $61.0 million during the quarter ended March 31, 2026 and $56.3 million during the quarter ended March 31, 2025.
See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s securities.
Loans
At March 31, 2026, total loans increased $51.4 million or 0.6% compared to December 31, 2025 as a result of internal loan growth. Of the total increase in loans, commercial real estate made up the largest increase. The preponderance of internal loan growth was from the Company's Oklahoma subsidiary BancFirst.
See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.
Allowance for Credit Losses
The overall credit quality of the Company's loan portfolio has remained strong. If unforeseen adverse changes occur in the national or local economy, or in the credit markets, it would be reasonable to expect that the allowance for credit losses would increase in future periods.
Nonaccrual Loans
Nonaccrual loans totaled $62.2 million at March 31, 2026 compared to $61.1 million at December 31, 2025. The Company’s nonaccrual commercial real estate loans made up 59% of nonaccrual loans. Nonaccrual loans negatively impact the Company’s net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of both interest and principal is in serious doubt. Interest income is not recognized until the principal balance is fully collected. However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.5 million for the three months ended March 31, 2026 and $1.0 million for the three months ended March 31, 2025. Only a small amount of this interest is expected to be ultimately collected. Approximately $10.8 million of nonaccrual loans were guaranteed by government agencies at March 31, 2026.
The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collection declines. The above normal risk associated with nonaccrual loans has been considered in the determination of the allowance for credit losses. The level of nonaccrual loans and credit losses could rise over time as a result of adverse economic conditions.
Modified Loans
The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material. The recorded balance of loans modified during the period ended March 31, 2026 was approximately $3.3 million compared to $6.4 million during the year ended December 31, 2025.
Other Real Estate Owned and Repossessed Assets
Other real estate owned ("OREO") and repossessed assets increased $4.5 million during the period ended March 31, 2026. There was $1.4 million of tenant improvements related to bank owned OREO property. Additionally, as part of the ABOK conversion, $1.9 million of property previously held for bank operations was moved to OREO. The remainder of the change in OREO and repossessed assets resulted from normal bank operations. OREO consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale. These properties are carried at the lower of the book values of the related loans or fair values based upon appraisals of the properties, less estimated costs to sell. Write-downs arising at the time of reclassification of such properties from loans to OREO are charged directly to the allowance for credit losses. Any losses on bank premises designated to
35
be sold are charged to operating expense at the time of transfer from premises to OREO. Decreases in values of properties subsequent to their classification as OREO are charged to operating expense. The Company did not have any write-downs in OREO for the three months ended March 31, 2026.
Rental income for OREO properties is included in other noninterest income on the consolidated statements of comprehensive income. Operating expense for OREO properties is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.
The Company's total rental income and operating expenses from OREO are presented in the following table:
For the Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Rental income
$
3,344
$
3,121
Operating expense
3,650
2,663
Intangible Assets, Goodwill and Other Assets
Identifiable intangible assets and goodwill totaled $203.8 million and $204.1 million at March 31, 2026 and December 31, 2025, respectively.
Other assets includes the cash surrender value of key-man life insurance policies totaling $93.0 million at March 31, 2026 and $94.2 million at December 31, 2025.
Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $45.5 million at March 31, 2026 and $21.2 million at December 31, 2025. They require a daily margin to be posted, which fluctuates with oil and gas prices and customer activity. The Company had a margin asset included in other assets in the amount of $53.2 million at March 31, 2026 and a margin liability included in other liabilities in the amount of $7.4 million at December 31, 2025. See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.
Equity securities are reported in other assets on the Company’s consolidated balance sheet. The Company invests in equity securities without readily determinable fair values. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. The balance of equity securities was $10.3 million at March 31, 2026 and $9.3 million at December 31, 2025. The Company reviews its portfolio of equity securities for impairment at least quarterly.
Low-Income Housing Tax Credit Investments, New Market Tax Credit Investments and Historic Tax Credit Investments
The Company's tax credits all amortize off over the life of the investment. The Company’s low-income housing tax credit ("LIHTC") investments decreased $2.6 million totaling $92.3 million at March 31, 2026, New Markets Tax Credits ("NMTC") investments decreased $413,000 totaling $8.5 million at March 31, 2026 and the Historic Tax Credit Investments decreased $1.1 million totaling $7.5 million at March 31, 2026, all of which are included in other assets on the Company’s consolidated balance sheet. Unfunded commitments related to these investments totaled $61.6 million at March 31, 2026, all of which are included in other liabilities on the Company’s consolidated balance sheet.
See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for disclosures regarding these investments.
Liquidity and Funding
The Company’s principal source of liquidity and funding is its broad deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, service charge levels and services offered, the Company can affect its level of deposits to a limited extent. The level and maturity of funding necessary to support the Company’s lending and investment functions is determined through the Company’s asset/liability management process. The Company currently does not rely heavily on long-term borrowings and does not utilize brokered CDs. The Company maintains lines of credit from the Federal Home Loan Bank (“FHLB”), federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding. The Company is highly liquid with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 31.0% at March 31, 2026, compared to 30.3% at December 31, 2025.
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There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Deposits
At March 31, 2026, deposits totaled $12.9 billion, an increase of $230.7 million from December 31, 2025. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits was 95.2% at March 31, 2026 and 94.8% at December 31, 2025. Noninterest-bearing deposits to total deposits were 31.8% at March 31, 2026 compared to 30.8% at December 31, 2025.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits were $4.4 billion at March 31, 2026 and $4.3 billion at December 31, 2025, as calculated per regulatory guidance. This was approximately 34% of deposits at both March 31, 2026 and December 31, 2025.
Off-balance-sheet sweep accounts totaled $5.1 billion at March 31, 2026 compared to $4.9 billion at December 31, 2025. The movement of customers' funds into the Company's off-balance-sheet sweep accounts affected the balances of both cash and deposits.
Subordinated Debt
See Note (6) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.
Lines of Credit
The Company has several lines of credit available. At March 31, 2026, BancFirst had $995.3 million available on its line of credit from the FHLB of Topeka, Kansas. At March 31, 2026, BancFirst had no advances outstanding under this line of credit. Pegasus had a Federal Reserve discount window capacity of $73.2 million. At March 31, 2026, Pegasus had no advances outstanding under this line of credit. Worthington had $10.5 million in lines of credit with other financial institutions that serve as overnight federal funds facilities, a Federal Reserve discount window capacity of $31.8 million and a $94.3 million line of credit from the FHLB of Dallas, Texas to use for liquidity or to match-fund certain long-term rate loans. Worthington had no advances outstanding at March 31, 2026 under any of these lines of credit.
Capital Resources
Stockholders’ equity totaled $1.9 billion at March 31, 2026, an increase of $47.8 million from December 31, 2025. In addition to net income of $63.0 million, other increases in stockholders’ equity during the three months ended March 31, 2026 included $781,000 in common stock issuances related to stock-based compensation plans, $2.1 million in common stock issuances related to the acquisition of ABOK and $767,000 related to stock-based compensation arrangements, that were partially offset by a $2.4 million decrease in accumulated other comprehensive income and $16.5 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at March 31, 2026 were well in excess of the regulatory requirements.
See Note (8) of the Notes to Consolidated Financial Statements for a discussion of capital ratios and requirements.
Liquidity Risk and Off-Balance-Sheet Arrangements
There have not been any material changes in the Company’s liquidity risk and off-balance-sheet arrangements included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes in the Company’s disclosures regarding market risk since December 31, 2025, the date of its most recent annual report to stockholders.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Chairman of the Board, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and
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Director of Financial Reporting, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on their evaluation they concluded that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms.
Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, such controls.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.
Item 1A. Risk Factors.
As of March 31, 2026, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104
Cover page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
*
Filed herewith.
**
This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.