On September 25, 2025, Heritage entered into a definitive agreement (the "Merger Agreement") with Olympic pursuant to which Olympic will be merged with and into Heritage (the "Olympic Merger"), and immediately thereafter Olympic's bank subsidiary, Kitsap Bank, will be merged with and into Heritage's bank subsidiary, Heritage Bank.
Under the terms of the Merger Agreement, Olympic shareholders will receive 45.0 shares of Heritage common stock for each share of Olympic capital stock. Based on the closing price of Heritage common stock of $24.64 on September 24, 2025 the implied deal value was approximately $176.6 million. Because the exchange ratio of 45.0 shares of Heritage common stock for each share of Olympic capital stock is fixed, the value of the merger consideration will fluctuate until closing based on the value of Heritage's stock price.
In the event the Merger Agreement is terminated under certain specified circumstances, each party could be required to pay the other party a termination fee of $7.0 million.
☒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 000-29480
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Washington
91-1857900
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
201 Fifth Avenue SW,
Olympia
WA
98501
(Address of principal executive offices)
(Zip Code)
(360) 943-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common stock, no par value
HFWA
The Nasdaq Stock Market LLC
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 (§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, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” 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 in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
As of April 29, 2026, there were 41,218,817 shares of the registrant's common stock, no par value per share, outstanding.
The acronyms, abbreviations, and terms listed below are used in various sections of this Form 10-Q. As used throughout this report, the terms "Heritage," “we,” “our,” “us” or the "Company" refer to Heritage Financial Corporation and its consolidated subsidiaries, unless the context otherwise requires.
2025 Annual Form 10-K
Company's Annual Report on Form 10-K for the year ended December 31, 2025
ACL
Allowance for Credit Losses
AOCI
Accumulated Other Comprehensive Income (loss), net
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Bank
Heritage Bank
Board
Heritage Financial Corporation Board of Directors
BOLI
Bank Owned Life Insurance
CECL
Current Expected Credit Loss
CMO
Collateralized Mortgage Obligations
CODM
Chief Operating Decision Maker
CRA
Community Reinvestment Act
CRE
Commercial Real Estate
DFI
Division of Banks of the Washington State Department of Financial Institutions
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "estimates," “forecasts,” "intends," “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” "will," “should,” "would," and "could," as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, the following:
•potential adverse impacts to economic conditions nationally or in our local market areas, other markets where we have lending relationships, or other aspects of our business operations or financial markets, including, without limitation, as a result of credit quality deterioration, pronounced and sustained reductions in real estate market values, employment levels, labor shortages and a potential recession or slowed economic growth;
•changes in the interest rate environment, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity;
•the level and impact of inflation and the current and future monetary policies of the Board of Governors of the Federal Reserve System and executive orders in response thereto;
•previous and potential future disruptions, security breaches, insider fraud, cybersecurity incidents or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform critical processing functions for our business, including sophisticated attacks using artificial intelligence and similar tools;
•legislative or regulatory changes that adversely affect our business, including changes in banking, securities, and tax laws, in regulatory policies and principles, or the interpretation and prioritization of such rules and regulations;
•effects on the U.S. economy resulting from actions taken by the federal government, including the threat or implementation of tariffs, immigration enforcement and changes in foreign policy;
•the effects of acts of war or terrorism, foreign relations, military conflicts, including the wars in Iran and Ukraine and the military conflict between Israel and Hamas in the Middle East, and other external events on our business and the businesses of our clients;
•credit and interest rate risks associated with our business, including our customers’ borrowing, repayment, and deposit practices;
•fluctuations in deposits and the concentration of large deposits from certain customers, who have deposit balances above current FDIC insurance limits;
•liquidity issues, including our ability to borrow funds or raise additional capital, if necessary;
•fluctuations in the value of our investment securities;
•credit risks and risks from concentrations (including by type of geographic area, collateral and industry) within our loan portfolio;
•the effectiveness of our risk management framework;
•rapid technological changes implemented by us and other parties, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence;
•increased competition in the financial services industry from non-banks such as credit unions and financial technology companies, including digital asset service providers;
•our ability to adapt successfully to technological changes to compete effectively in the marketplace, including as a result of competition from other commercial banks, mortgage banking firms, credit unions, securities brokerage firms, insurance companies, and financial technology companies;
•our ability to implement our organic and acquisition growth strategies, including the recent acquisition of Olympic, and our ability to successfully integrate Olympic's customers and operations following the acquisition;
•effects of critical accounting policies and judgments, including the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
•the commencement, costs, effects and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject, including in connection with prior acquisitions;
•potential impairment to the goodwill we recorded in connection with our past acquisitions, including as a result of the recent acquisition of Olympic;
•loss of, or inability to attract, key personnel;
•our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire, including as a result of the recent acquisition of Olympic, into our operations and our ability to realize related revenue synergies and cost savings within expected time frames or at all, and any goodwill charges related thereto and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which might be greater than expected;
•the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises;
•the impact of bank failures or adverse developments at other banks and related negative publicity about the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks;
•the credit risks of lending activities, including changes in the level and trend of loan delinquencies write-offs and changes in our ACL on loans and provision for credit losses on loans that may be affected by deterioration in the housing and CRE markets, which may lead to increased losses and nonperforming assets in our loan portfolio, or may result in our ACL on loans no longer being adequate to cover actual losses, and require us to increase our ACL on loans;
•the relative differences between short-term and long-term interest rates, deposit interest rates, our net interest margin and funding sources;
•the impact of repricing and competitors' pricing initiatives on loan and deposit products;
•the extensive regulatory framework that applies to us;
•results of examinations by the bank regulators, including the possibility that any such regulatory authority may, among other things, initiate an enforcement action against the Company or our bank subsidiary which could require us to increase our ACL on loans, write-down assets, change our regulatory capital position, affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements on us, any of which could affect our ability to continue our growth through mergers, acquisitions or similar transactions and adversely affect our liquidity and earnings;
•the overall health of local and national real estate markets;
•the level of nonperforming assets on our balance sheet;
•our ability to control operating costs and expenses;
•our ability to implement our business strategies and manage our growth;
•risks related to acquiring assets in or entering markets in which we have not previously operated and may not be familiar;
•changes in consumer spending, borrowing and savings habits;
•our ability to pay dividends on our common stock;
•our success at managing and responding to the risks involved in the foregoing items; and
•other factors described in our 2025 Annual Form 10-K, this Quarterly Report on Form 10-Q and other documents filed with or furnished to the SEC, which are available on our website at www.hf-wa.com and on the SEC's website at www.sec.gov.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Dollars in thousands)
Three Months Ended March 31,
2026
2025
Net Income
$
18,947
$
13,911
Change in fair value of investment securities available for sale, net of tax of $(555), and $2,631, respectively
(1,756)
8,937
Amortization of net unrealized gain for the reclassification of investment securities available for sale to held to maturity, net of tax of $(7), and $(20), respectively
(25)
(70)
Reclassification adjustment for net loss from sale of investment securities available for sale included in income, net of tax benefit of $0, and $856,respectively
—
3,031
Other comprehensive (loss) income
(1,781)
11,898
Comprehensive income
$
17,166
$
25,809
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(1)Description of Business, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Pronouncements
(a) Description of Business
The Company is primarily engaged in the business of planning, directing and coordinating the business activities of its wholly-owned subsidiary, the Bank. The Bank is headquartered in Olympia, Washington and conducts business from its 65 branch offices and two loan production offices located throughout Washington state, the greater Portland, Oregon area, Eugene, Oregon, and Boise, Idaho. The Bank’s business consists primarily of commercial lending and deposit relationships with small and medium-sized businesses and their owners in its market areas and attracting deposits from the general public. The Bank also makes real estate construction and land development loans and consumer loans and originates home equity loans on residential properties primarily located in its market areas. The Bank's deposits are insured by the FDIC, subject to applicable limitations.
(b) Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. It is recommended these unaudited Condensed Consolidated Financial Statements and accompanying Notes be read with the audited Consolidated Financial Statements and the accompanying Notes included in the 2025 Annual Form 10-K. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
On January 31, 2026, the Company completed its acquisition of Olympic (the "Merger"), a bank holding company headquartered in Port Orchard, Washington, and its subsidiary bank Kitsap Bank. The Company's financial results for periods ended prior to January 31, 2026 reflect only Heritage's standalone operations and are not directly comparable to the consolidated results for periods following the completion of the acquisition.
The accompanying Condensed Consolidated Financial Statements presented for the year end December 31, 2025 were derived from audited financial statements and do not include all disclosures required by GAAP.
To prepare unaudited Condensed Consolidated Financial Statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Management believes the judgments, estimates and assumptions used in the preparation of the unaudited Condensed Consolidated Financial Statements are appropriate based on the facts and circumstances at the time. Actual results, however, could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to management's estimate of the ACL on investment securities, management's estimate of the ACL on loans, management's estimate of the ACL on unfunded commitments, management's evaluation of goodwill impairment and management's estimate of the fair value of financial instruments. Estimates related to acquired loans and intangible assets require significant judgment, including discount rates, expected cash flows, and credit loss assumptions.
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. All significant intercompany balances and transactions among the Company and the Bank have been eliminated in consolidation.
(c) Significant Accounting Policies
The significant accounting policies used in preparation of the unaudited Condensed Consolidated Financial Statements are disclosed in greater detail in the 2025 Annual Form 10-K. In conjunction with the Merger, the Company early adopted ASU 2025-08 Financial Instruments-Credit Losses: Purchased Loans as discussed below. There have not been any other material changes in the Company's significant accounting policies during the three months ended March 31, 2026 from those contained in the 2025 Annual Form 10-K.
(d) Recently Issued or Adopted Accounting Pronouncements
FASB ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, was issued in October 2023 to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard codification with SEC regulations. The amendments will be effective for the Company only if the SEC removes the related disclosure requirement from its existing regulations no later than June 30, 2027. If the SEC timely removes such related requirement from its existing regulations, the corresponding amendments within the ASU will become effective for the Company on the same date with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its business operations or Consolidated Statements of Financial Condition.
FASB ASU 2024-03, Disaggregation of Income Statement Expenses, was issued in November 2024. This ASU will require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its business operations or Consolidated Statements of Financial Condition.
FASB ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, was issued in September 2025. The amendment removed references to prescriptive and sequential software development stages so that guidance is neutral to software development methods in determining when internal-use software is capitalizable. The new standard is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its business operations or Consolidated Statements of Financial Condition.
FASB ASU 2025-08, Financial Instruments-Credit Losses: Purchased Loans, was issued in November 2025. The ASU makes significant changes to the accounting for certain acquired seasoned loans subject to the CECL model. It does not change the existing models for originated assets, PCD assets or other acquired assets. PCD assets are acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that as of the date of acquisition have experienced a more-than-insignificant deterioration in credit quality since origination. The ASU creates a new model for certain purchased loans expanding the gross-up approach to a newly created category of PSL (“purchased seasoned loans”) which will decrease the accretion on acquired loans classified as PSL. Purchased seasoned loans are accounted for using the gross-up method, with initial ACL recognized through a gross up to loans and the noncredit discount accreted into interest income over the life of the loan. The new standard is effective for annual periods beginning after December 15, 2026 and interim reporting periods within those annual periods. Early adoption is permitted. The Company elected early adoption of this ASU as of January 1, 2026. The Company has elected to apply the accounting policy option provided by the ASU to measure the ACL for PSL using the amortized cost basis which will be applied to all qualifying acquisitions on or after the adoption date.
(2)Business Combination
On January 31, 2026, the Company completed its acquisition of Olympic in an all-stock transaction. Olympic shareholders received 45.0 shares of Heritage common stock in exchange for each share of Olympic capital stock. Based on the number of issued and outstanding shares of Olympic capital stock on January 30, 2026 (the trading day immediately preceding the completion of the acquisition), 7,167,600 shares of Heritage common stock were issued as consideration in the Merger. Based on the closing price of Heritage common stock on Nasdaq as of January 30, 2026 of $25.81, the consideration that an Olympic shareholder was entitled to receive for each share of Olympic capital stock owned had a value of $1,161.45 with an aggregate transaction value of approximately $185.0 million.
During the three months ended March 31, 2026, the Company incurred acquisition-related costs of approximately $5.2 million which are included in the Company's Consolidated Statement of Income.
The Merger resulted in $38.1 million of goodwill, representing the excess of purchase price consideration over the fair value of net assets acquired. The primary reason for the Merger was to achieve synergies, expand market opportunities and capitalize on cost savings resulting from the combining of the operations of the companies. The goodwill recorded in connection with the Merger is not deductible for tax purposes. Additional details on goodwill and intangible assets are provided in Note 6-Goodwill and Intangible Assets.
Fair value determinations required significant estimates and assumptions, including discount rates, expected cash flows, and market conditions and are inherently subjective. Management believes the preliminary estimates are reasonable; however, they may be subject to adjustment during the measurement period, which will not exceed one year from the acquisition date, with any such adjustment recorded to goodwill.
The following table summarizes the consideration paid for Olympic and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:
(Dollars in thousands)
Shares of Heritage common stock issued to Olympic shareholders
7,167,600
Heritage's market price per common share (in dollars) as of January 30, 2026
$
25.81
Fair value of purchase price consideration transferred
The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.
Cash and cash equivalents: Carrying amounts approximate fair value due to the short-term nature.
Investment securities: Fair values were based on quoted prices when available or, when not observable, on market-based inputs and valuation models using discounted cash flows.
Loans receivable, net: A third-party valuation was performed to estimate the fair value of the loans held for investment. Each loan was valued individually using discounted cash flow approach, incorporating contractual terms, expected credit losses, prepayment assumptions, and market-based discount rates. The present value of expected cash flows, adjusted for credit loss expectations, was used to determine fair value.
Heritage adopted ASU 2025-08 as of January 1, 2026. Under this guidance, the acquired financial assets are to be classified as either PCD, loans that have experienced more than insignificant credit deterioration since origination, or PSL. Per ASC 326-20-30-16, all loans that are acquired as part of a business combination accounted for using the acquisition method in accordance with Subtopic 805-20 that do not meet the definition of a PCD loan are determined to be PSLs. Loans acquired are recorded at fair value with no carryover of the related allowance for credit losses. The allowance for credit losses is determined on a collective basis and is allocated to the individual loans. The sum of the loan’s purchase price and the allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Non-PCD loans are given the same treatment as PCD loans as a result of the Company adopting ASU 2025-08 as of January 1, 2025.
The Company believes that all contractual cash flows related to PSLs will be collected. As such, these receivables were not considered PCD at the acquisition date and were not subject to the guidance relating to PCD loans, which have shown evidence of more than insignificant credit deterioration since origination. PSLs had a fair value and gross contractual amounts receivable of $936.5 million and $956.6 million on the date of acquisition.
The following table provides a reconciliation between the unpaid principal balance of acquired PCD loans and the purchase price at the acquisition date:
(dollars in thousands)
Unpaid principal balance of PCD Loans
$
20,611
PCD ACL at acquisition
(174)
Non-credit discount on PCD Loans
(2,794)
Fair value of PCD Loans
$
17,643
Premises and equipment: Fair values were determined using a market approach, supported by third-party appraisals and broker opinions of value for land, office buildings, and branch facilities.
Other intangible assets: Core deposit intangible assets represent the value of certain acquired deposit relationships. A third-party valuation was performed to estimate the fair value of the core deposit intangible. Fair value was estimated using a discounted cash flow methodology based on the present value of expected cost savings from utilizing core deposit funding compared to alternative funding sources. Key assumptions included expected customer attrition rates, net maintenance costs of the deposit base, alternative cost of funds, and interest costs associated with customer deposits. The resulting intangible assets are amortized over 10 years.
Deposits: Fair values for demand and savings deposits were estimated to equal the amounts payable on demand at the acquisition date. Fair values for the time deposits were determined using a discounted cash flow approach that applied current market interest rates to the contractual terms of the deposits.
Disclosure of Olympic's net interest income and net income (excluding integration costs), included in the Company's Consolidated Statements of Income, is impracticable due to the integration of systems and operations following the acquisition.
The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three months ended March 31, 2026 and 2025, as if the Merger had been completed on January 1, 2025. Pro forma adjustments reflect changes in interest income from the accretion of discounts and premiums on acquired loans, changes in interest expense from amortization or accretion of fair value adjustments on interest-bearing deposits, and the amortization of the core deposit intangibles as if the deposits had been acquired on January 1, 2025. These pro forma results have been prepared for illustrative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro
forma information and are not necessarily indicative of what the Company’s operating results would have been, had the Merger actually taken place at the beginning of the previous annual period. The amounts do not reflect anticipated operating cost savings, revenue enhancements, or other synergies expected to result from the Merger. Actual results may differ from the unaudited pro forma information presented.
Unaudited Pro Forma for the
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Net interest income
$
74,810
$
70,947
Non-interest income
(5,473)
7,895
Net income before income taxes (1)
9,506
(1,188)
(1) Pro forma net income before income taxes for the three months ended March 31, 2026 was adjusted to exclude acquisition-related costs of $5.2 million. The pro forma assumes acquisition-related costs were incurred the first quarter of 2025.
(3)Investment Securities
The Company’s investment policy is designed primarily to provide and maintain liquidity, generate a favorable return on assets without incurring undue interest rate and credit risk, and complement the Bank’s lending activities.
There were no investment securities classified as trading at March 31, 2026 or December 31, 2025.
(a) Investment Securities by Classification, Type and Maturity
The following tables present the amortized cost and fair value of investment securities, and the corresponding amounts of gross unrealized and unrecognized gains and losses including the corresponding amounts of gross unrealized gains and losses on investment securities available for sale recognized in AOCI, at the dates indicated:
March 31, 2026
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
(Dollars in thousands)
Investment securities available for sale:
U.S. government and agency securities
$
13,472
$
—
$
(1,611)
$
11,861
Municipal securities
71,921
64
(8,013)
63,972
Residential CMO and MBS(1)
519,437
2,213
(24,422)
497,228
Commercial CMO and MBS(1)
407,426
675
(11,285)
396,816
Corporate obligations
11,490
171
(81)
11,580
Other asset-backed securities
19,696
50
(55)
19,691
Total
$
1,043,442
$
3,173
$
(45,467)
$
1,001,148
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
March 31, 2026
Amortized Cost
Gross Unrecognized Gains
Gross Unrecognized Losses
Fair Value
(Dollars in thousands)
Investment securities held to maturity:
U.S. government and agency securities
$
151,341
$
—
$
(21,355)
$
129,986
Residential CMO and MBS(1)
213,096
—
(9,899)
203,197
Commercial CMO and MBS(1)
303,826
16
(19,535)
284,307
Total
$
668,263
$
16
$
(50,789)
$
617,490
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
December 31, 2025
Amortized Cost
Gross Unrecognized Gains
Gross Unrecognized Losses
Fair Value
(Dollars in thousands)
Investment securities held to maturity:
U.S. government and agency securities
$
151,319
$
—
$
(20,870)
$
130,449
Residential CMO and MBS(1)
217,707
303
(8,923)
209,087
Commercial CMO and MBS(1)
305,081
22
(19,352)
285,751
Total
$
674,107
$
325
$
(49,145)
$
625,287
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
The following table presents the amortized cost and fair value of investment securities by contractual maturity at the date indicated. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
March 31, 2026
Securities Available for Sale
Securities Held to Maturity
Amortized Cost
Fair Value
Amortized Cost
Fair Value
(Dollars in thousands)
Due in one year or less
$
1,059
$
70
$
—
$
—
Due after one year through five years
11,701
11,498
14,835
13,196
Due after five years through ten years
51,007
47,341
121,506
104,993
Due after ten years
33,116
28,504
15,000
11,797
Total investment securities due at a single maturity date
96,883
87,413
151,341
129,986
MBS and Other asset-backed securities(1)
946,559
913,735
516,922
487,504
Total investment securities
$
1,043,442
$
1,001,148
$
668,263
$
617,490
(1) MBS and Other asset-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their payment speed.
There were no holdings of investment securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity at March 31, 2026 or December 31, 2025.
(b) Unrealized Losses on Investment Securities Available for Sale
The following tables present the gross unrealized losses and fair value of the Company’s investment securities available for sale for which an ACL on investment securities available for sale has not been recorded, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position at the dates indicated:
March 31, 2026
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
(Dollars in thousands)
U.S. government and agency securities(1)
$
196
$
—
$
11,665
$
(1,611)
$
11,861
$
(1,611)
Municipal securities
11,719
(59)
43,910
(7,954)
55,629
(8,013)
Residential CMO and MBS(2)
136,454
(1,349)
161,026
(23,073)
297,480
(24,422)
Commercial CMO and MBS(2)
122,822
(1,571)
147,704
(9,714)
270,526
(11,285)
Corporate obligations
4,455
(35)
3,954
(46)
8,409
(81)
Other asset-backed securities
10,572
(55)
—
—
10,572
(55)
Total
$
286,218
$
(3,069)
$
368,259
$
(42,398)
$
654,477
$
(45,467)
(1) Unrealized losses less than one thousand dollars.
(2) U.S. government agency and government-sponsored enterprise CMO and MBS.
December 31, 2025
Less than 12 Months
12 Months or Longer
Total
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
(Dollars in thousands)
U.S. government and agency securities
$
—
$
—
$
11,702
$
(1,574)
$
11,702
$
(1,574)
Municipal securities(1)
1,241
—
45,785
(7,954)
47,026
(7,954)
Residential CMO and MBS(2)
2,330
(9)
169,621
(23,031)
171,951
(23,040)
Commercial CMO and MBS(2)
6,881
(7)
152,683
(9,699)
159,564
(9,706)
Corporate obligations
—
—
3,960
(40)
3,960
(40)
Other asset-backed securities
1,397
(8)
—
—
1,397
(8)
Total
$
11,849
$
(24)
$
383,751
$
(42,298)
$
395,600
$
(42,322)
(1) The unrealized loss on municipal securities in a continuous unrealized loss position less than 12 months was less than one thousand dollars.
(2) U.S.government agency and government-sponsored enterprise CMO and MBS.
(c) ACL on Investment Securities
The Company evaluated investment securities available for sale as of March 31, 2026 and December 31, 2025, and determined that any declines in fair value were attributable to changes in interest rates relative to where these investments fall within the yield curve and individual characteristics. Management monitors published credit ratings for adverse changes for all rated investment securities and none of these securities had a below investment grade credit rating as of either March 31, 2026 or December 31, 2025. In addition, the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of the amortized cost basis, which may be upon maturity. Therefore, no ACL on investment securities available for sale was recorded as of March 31, 2026 or December 31, 2025.
The Company also evaluated investment securities held to maturity for current expected credit losses as of March 31, 2026 or December 31, 2025. There were no investment securities held to maturity classified as nonaccrual or past due as of March 31, 2026 and December 31, 2025, and all were issued by the U.S. government and its agencies and either explicitly or implicitly guaranteed by the U.S. government, highly rated by major credit rating agencies and had a long history of no credit losses. Accordingly, the Company did not measure expected credit losses on investment securities held to maturity since the historical credit loss information adjusted for current conditions and reasonable and supportable forecast results in an expectation that nonpayment of the amortized cost basis is zero. Therefore, no ACL on investment securities held to maturity was recorded as of March 31, 2026 or December 31, 2025.
The following table presents the gross realized gains and losses on the sale of investment securities available for sale determined using the specific identification method for the dates indicated:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Gross realized gains
$
—
$
—
Gross realized losses
—
(3,887)
Net realized losses
$
—
$
(3,887)
(e) Pledged Securities
The following table summarizes the amortized cost and fair value of investment securities that were pledged as collateral for the following obligations at the dates indicated:
March 31, 2026
December 31, 2025
Amortized Cost
Fair Value
Amortized Cost
Fair Value
(Dollars in thousands)
State and local governments public deposits
$
221,625
$
212,380
$
224,069
$
216,012
FRB
392,569
354,834
395,364
358,480
Other securities pledged
77,134
73,091
55,291
51,349
Total
$
691,328
$
640,305
$
674,724
$
625,841
(f) Accrued Interest Receivable
Accrued interest receivable excluded from the amortized cost of investment securities available for sale totaled $3.6 million and $2.2 million at March 31, 2026 and December 31, 2025, respectively. Accrued interest receivable excluded from the amortized cost on investment securities held to maturity totaled $2.1 million and $2.2 million at March 31, 2026 and December 31, 2025, respectively.
No amounts of accrued interest receivable on investment securities available for sale or held to maturity were reversed against interest income on investment securities during the three months ended March 31, 2026 and 2025.
(4)Loans Receivable
The Company originates loans in the ordinary course of business and has also acquired loans through mergers and acquisitions. In addition to originating loans, the Company may also purchase loans through pool purchases, participation purchases and syndicated loan purchases. Accrued interest receivable was excluded from disclosures presenting the Company's amortized cost of loans receivable, as it was deemed insignificant.
(a) Loan Origination/Risk Management
The Company categorizes the individual loans in the total loan portfolio into four segments: commercial business; residential real estate; real estate construction and land development; and consumer. Within these segments are classes of loans for which management monitors and assesses credit risk in the loan portfolios. A detailed description of the portfolio segments and classes is contained in the 2025 Annual Form 10-K.
The Company has certain lending policies and guidelines in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and guidelines on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and criticized loans. The Company also conducts internal loan reviews and validates the credit risk assessment on a periodic basis and presents the results of these reviews to management. The loan review process complements and reinforces the risk identification and assessment decisions made by loan officers and credit personnel.
The amortized cost of loans receivable, net of ACL on loans, consisted of the following portfolio segments and classes at the dates indicated:
March 31, 2026
December 31, 2025
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
1,059,457
$
818,000
Owner-occupied CRE
1,213,585
1,034,829
Non-owner occupied CRE
2,466,417
2,057,844
Total commercial business
4,739,459
3,910,673
Residential real estate
361,384
358,834
Real estate construction and land development:
Residential
123,409
95,350
Commercial and multifamily
288,493
247,975
Total real estate construction and land development
411,902
343,325
Consumer
209,493
170,434
Loans receivable
5,722,238
4,783,266
ACL on loans
(60,551)
(52,584)
Loans receivable, net
$
5,661,687
$
4,730,682
Balances included in the amortized cost of loans receivable:
Unamortized net discount on acquired loans
$
(21,954)
$
(694)
Unamortized net deferred fee
$
(11,002)
$
(11,152)
(b) Concentrations of Credit
Most of the Company’s lending activity occurs within its primary market areas which are concentrated along the I-5 corridor from Whatcom County, Washington to Lane County, Oregon, as well as Clallam, Jefferson, Kitsap, Mason, Spokane and Yakima County, Washington and Ada County, Idaho. Additionally, the Company's loan portfolio is concentrated in commercial business loans, which include commercial and industrial, owner-occupied and nonowner-occupied CRE loans, and commercial and multifamily real estate construction and land development loans. Commercial business loans and commercial and multifamily real estate construction and land development loans are generally considered as having a more inherent risk of default than residential real estate loans or other consumer loans. Also, the loan balance per borrower is typically larger for commercial loans than that for residential real estate loans and consumer loans, implying higher potential losses on an individual loan basis.
(c) Credit Quality Indicators
As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade of the loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) nonperforming loans, (v) past due status, and (vi) the general economic conditions of the United States of America, and specifically the states of Washington, Oregon and Idaho.
The Company utilizes a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 10. Risk grades are aggregated to create the risk categories of Pass for grades 1 to 6, Special Mention or "SM" for grade 7, Substandard or "SS" for grade 8, Doubtful for grade 9 and Loss for grade 10. Descriptions of the general characteristics of the risk grades, including qualitative information on how the risk grades relate to the risk of loss, are contained in the 2025 Annual Form 10-K. Numerical loan grades for loans are established at the origination of the loan. Changes to loan grades are considered at the time new information about the performance of a loan becomes available, including the receipt of updated financial information from the borrower, results of annual term loan reviews and scheduled loan reviews. For consumer loans, the Company follows the FDIC’s Uniform Retail Credit Classification and Account Management Policy for subsequent classification in the event of payment delinquencies or default. Typically, an individual loan grade will not be changed from the prior period unless there is a specific indication of credit deterioration or improvement. Credit deterioration is evidenced by delinquency, direct communications with the borrower or other borrower information that becomes known to management. Credit improvements are evidenced by known facts regarding the borrower or the collateral property.
Loan grades relate to the likelihood of losses in that the higher the grade, the greater the loss potential. Loans with a Pass grade may have some estimated inherent losses, but to a lesser extent than the other loan grades. The SM loan grade is transitory in that the Company is waiting on additional information to determine the likelihood and extent of any potential loss. The likelihood of loss for SM graded loans, however, is greater than Watch graded loans because there has been measurable credit deterioration. Loans with a SS grade have further credit deterioration and include both accrual loans and nonaccrual loans. For Doubtful and Loss graded loans, the Company is almost certain of the losses and the outstanding principal balances are generally charged off to the realizable value. There were no loans graded Doubtful or Loss as of March 31, 2026 or December 31, 2025.
The following tables present the amortized cost of loans receivable by risk grade and origination year at the dates indicated:
March 31, 2026
Term Loans Amortized Cost Basis by Origination Year
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
Revolving Loans Converted(1)
Loans Receivable
2026
2025
2024
2023
2022
Prior
(Dollars in thousands)
Total real estate construction and land development
Pass
32,423
172,764
98,399
46,597
45,761
2,451
2,306
—
400,701
SM
—
—
2,664
—
884
293
—
—
3,841
SS
—
846
—
949
—
5,565
—
—
7,360
Total
32,423
173,610
101,063
47,546
46,645
8,309
2,306
—
411,902
Consumer
Pass
215
3,941
1,345
1,851
3,605
17,435
179,029
784
208,205
SS
—
—
—
220
95
618
283
72
1,288
Total
215
3,941
1,345
2,071
3,700
18,053
179,312
856
209,493
Loans receivable
Pass
121,580
763,892
658,578
567,145
899,025
2,142,657
337,477
6,854
5,497,208
SM
—
1,137
7,283
6,008
6,508
70,166
12,367
230
103,699
SS
330
4,344
2,714
24,854
13,611
56,080
12,732
6,666
121,331
Total
$
121,910
$
769,373
$
668,575
$
598,007
$
919,144
$
2,268,903
$
362,576
$
13,750
$
5,722,238
(1) Represents the loans receivable balance at March 31, 2026 which was converted from a revolving loan to a non-revolving amortizing loan during the three months ended March 31, 2026.
December 31, 2025
Term Loans Amortized Cost Basis by Origination Year
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
Revolving Loans Converted(1)
Loans Receivable
2025
2024
2023
2022
2021
Prior
(Dollars in thousands)
Real estate construction and land development:
Residential
Pass
56,428
19,381
8,990
1,289
—
1,000
1,549
—
88,637
SS
—
—
963
—
5,750
—
—
—
6,713
Total
56,428
19,381
9,953
1,289
5,750
1,000
1,549
—
95,350
Commercial and multifamily
Pass
71,519
74,178
43,396
49,163
1,359
1,477
—
—
241,092
SM
—
—
—
886
—
301
—
—
1,187
SS
—
—
—
—
—
5,696
—
—
5,696
Total
71,519
74,178
43,396
50,049
1,359
7,474
—
—
247,975
Total real estate construction and land development
Pass
127,947
93,559
52,386
50,452
1,359
2,477
1,549
—
329,729
SM
—
—
—
886
—
301
—
—
1,187
SS
—
—
963
—
5,750
5,696
—
—
12,409
Total
127,947
93,559
53,349
51,338
7,109
8,474
1,549
—
343,325
Consumer
Pass
680
218
602
1,158
248
13,319
149,834
2,447
168,506
SS
—
—
423
25
—
658
500
322
1,928
Total
680
218
1,025
1,183
248
13,977
150,334
2,769
170,434
Loans receivable
Pass
607,072
564,945
493,614
753,327
522,374
1,342,455
306,327
5,207
4,595,321
SM
—
4,940
7,730
7,398
13,633
32,759
4,181
481
71,122
SS
1,207
2,104
22,864
8,130
6,970
55,461
19,126
961
116,823
Total
$
608,279
$
571,989
$
524,208
$
768,855
$
542,977
$
1,430,675
$
329,634
$
6,649
$
4,783,266
(1) Represents the loans receivable balance at December 31, 2025 which was converted from a revolving loan to non-revolving amortizing loan during the year ended December 31, 2025.
The following tables present gross charge-offs by loan class and origination year, for the periods indicated:
Three Months Ended March 31, 2026
Current Period Gross Charge-offs by Origination Year
Revolving Loans
Total Gross Charge-Offs
2026
2025
2024
2023
2022
Prior
(Dollars in thousands)
Commercial business
$
—
$
—
$
37
$
361
$
—
$
2
$
—
$
400
Residential real estate
—
—
—
—
64
—
—
64
Consumer
—
—
1
—
—
27
91
119
Total
$
—
$
—
$
38
$
361
$
64
$
29
$
91
$
583
Three Months Ended March 31, 2025
Current Period Gross Charge-offs by Origination Year
The following tables present the amortized cost of nonaccrual loans at the dates indicated:
March 31, 2026
Nonaccrual without ACL
Nonaccrual with ACL
Total Nonaccrual
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
3,052
$
2,042
$
5,094
Non-owner occupied CRE
2,360
—
2,360
Total commercial business
5,412
2,042
7,454
Residential real estate
583
—
583
Real estate construction and land development:
Residential
949
—
949
Commercial and multifamily
5,565
—
5,565
Total real estate construction and land development
6,514
—
6,514
Consumer
407
—
407
Total
$
12,916
$
2,042
$
14,958
December 31, 2025
Nonaccrual without ACL
Nonaccrual with ACL
Total Nonaccrual
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
853
$
2,086
$
2,939
Non-owner occupied CRE
3,947
—
3,947
Total commercial business
4,800
2,086
6,886
Residential real estate
1,196
—
1,196
Real estate construction and land development:
Residential
6,713
—
6,713
Commercial and multifamily
5,695
—
5,695
Total real estate construction and land development
12,408
—
12,408
Consumer
486
—
486
Total
$
18,890
$
2,086
$
20,976
The following table presents the reversal of interest income on loans due to the write-off of accrued interest receivable upon the initial classification of loans as nonaccrual loans and the interest income recognized due to payment in full or sale of previously classified nonaccrual loans during the periods indicated:
For the three months ended March 31, 2026 and 2025, no interest income was recognized subsequent to a loan’s classification as nonaccrual, except as indicated in the tables above due to payment in full or sale.
(e) Past due loans
The Company performs an aging analysis of past due loans using policies consistent with regulatory reporting requirements with categories of 30-89 days past due and 90 or more days past due. The following tables present the amortized cost of past due loans at the dates indicated:
March 31, 2026
30-89 Days
90 Days or Greater
Total Past Due
Current
Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
8,432
$
4,406
$
12,838
$
1,046,619
$
1,059,457
Owner-occupied CRE
4,832
—
4,832
1,208,753
1,213,585
Non-owner occupied CRE
1,134
2,359
3,493
2,462,924
2,466,417
Total commercial business
14,398
6,765
21,163
4,718,296
4,739,459
Residential real estate
2,353
583
2,936
358,448
361,384
Real estate construction and land development:
Residential
—
949
949
122,460
123,409
Commercial and multifamily
5,565
—
5,565
282,928
288,493
Total real estate construction and land development
5,565
949
6,514
405,388
411,902
Consumer
71
197
268
209,225
209,493
Total
$
22,387
$
8,494
$
30,881
$
5,691,357
$
5,722,238
December 31, 2025
30-89 Days
90 Days or Greater
Total Past Due
Current
Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
7,115
$
1,973
$
9,088
$
808,912
$
818,000
Owner-occupied CRE
735
—
735
1,034,094
1,034,829
Non-owner occupied CRE
1,955
3,947
5,902
2,051,942
2,057,844
Total commercial business
9,805
5,920
15,725
3,894,948
3,910,673
Residential real estate
425
1,389
1,814
357,020
358,834
Real estate construction and land development:
Residential
—
6,714
6,714
88,636
95,350
Commercial and multifamily
—
5,695
5,695
242,280
247,975
Total real estate construction and land development
The following table present loans 90 days or more past due and still accruing interest:
March 31, 2026
December 31, 2025
(Dollars in thousands)
Real estate construction and land development:
Residential
—
194
Total real estate construction and land development
—
194
Consumer
67
—
Total
$
67
$
194
(f) Collateral-dependent Loans
The following tables present the type of collateral securing loans individually evaluated for credit losses and for which the repayment was expected to be provided substantially through the operation or sale of the collateral at the dates indicated, with balances representing the amortized cost of the loan classified by the primary collateral category of each loan if multiple collateral sources secure the loan:
March 31, 2026
CRE
Farmland
Residential Real Estate
Equipment
Total
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
—
$
482
$
—
$
1,941
$
2,423
Non-owner occupied CRE
2,360
—
—
—
2,360
Total commercial business
2,360
482
—
1,941
4,783
Residential real estate
—
—
583
—
583
Real estate construction and land development:
Residential
—
—
949
—
949
Commercial and multifamily
5,565
—
—
—
5,565
Total real estate construction and land development
5,565
—
949
—
6,514
Consumer
—
—
407
—
407
Total
$
7,925
$
482
$
1,939
$
1,941
$
12,287
December 31, 2025
CRE
Farmland
Residential Real Estate
Equipment
Total
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
—
$
482
$
—
$
61
$
543
Non-owner occupied CRE
3,947
—
—
—
3,947
Total commercial business
3,947
482
—
61
4,490
Residential real estate
—
—
1,196
—
1,196
Real estate construction and land development:
Residential
—
—
6,713
—
6,713
Commercial and multifamily
5,695
—
—
—
5,695
Total real estate construction and land development
There have been no significant changes to the collateral securing loans individually evaluated for credit losses and for which repayment was expected to be provided substantially through the operation or sale of the collateral during the three months ended March 31, 2026, except changes due to additions or removals of loans in this classification.
(g) Modification of Loans
Occasionally, the Company modifies loans to borrowers in financial distress by providing modifications of loans which may include interest rate reductions, principal or interest forgiveness, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. In some cases, the Company provides multiple types of modifications on one loan. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.
The following tables present the amortized cost of loans that were experiencing both financial difficulty and modified during the periods indicated:
Three Months Ended March 31, 2026
Term Extension
Total Modified Loans
% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
13,807
$
13,807
1.30
%
Real estate construction and land development:
Commercial and multifamily
5,566
5,566
1.93
Total
$
19,373
$
19,373
0.34
%
Three Months Ended March 31, 2025
Term Extension
Total Modified Loans
% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
13,532
$
13,532
1.59
%
Owner-occupied CRE
224
224
0.02
Non-owner occupied CRE
692
692
0.04
Total commercial business
14,448
14,448
0.39
Real estate construction and land development:
Commercial and multifamily
893
893
0.24
Total real estate construction and land development
The following tables present the financial effects of the loan modifications presented in the preceding tables during the periods indicated:
Three Months Ended March 31, 2026
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial
0.93
Real estate construction and land development:
Commercial and multifamily
1.17
Total
1.00
Three Months Ended March 31, 2025
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial
0.73
Owner-occupied CRE
0.42
Non-owner occupied CRE
0.42
Total commercial business
0.71
Commercial and multifamily
1.58
Consumer
2.92
Total
0.76
At March 31, 2026, there were $2.1 million in commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been modified during the three months ended March 31, 2026. At December 31, 2025, there were $7.1 million in commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been modified during the year ended December 31, 2025.
The Company closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.
The Company considers a modified loan in payment default if the borrower is 90 or more days past due. At March 31, 2026, there was one residential construction loan for $0.9 million that was 90 days past due or in default that had been modified due to term extension in the past 12 months. At December 31, 2025 there were three loans for a total of $6.8 million that were 90 days past due or in default that had been modified in the past 12 months, consisting of $6.7 million of residential construction and $0.1 million of consumer loans.
The following tables present the performance of loans that have been modified within the previous twelve months:
Total real estate construction and land development
—
—
—
949
949
Consumer
13
—
—
102
115
Total
$
9,206
$
—
$
—
$
1,155
$
10,361
March 31, 2025
Current
30-89 Days
90 Days or Greater
Nonaccrual
Total
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
7,903
$
5,257
$
—
$
—
$
13,160
Owner-occupied CRE
224
—
—
—
224
Non-owner occupied CRE
—
691
—
—
691
Total commercial business
8,127
5,948
—
—
14,075
Real estate construction and land development:
Residential
—
6,750
—
—
6,750
Commercial and multifamily
893
5,746
—
—
6,639
Total real estate construction and land development
893
12,496
—
—
13,389
Consumer
27
—
—
—
27
Total
$
9,047
$
18,444
$
—
$
—
$
27,491
(h) Accrued interest receivable on loans receivable
Accrued interest receivable on loans receivable totaled $18.4 million and $14.8 million at March 31, 2026 and December 31, 2025, respectively, and is excluded from the calculation of the ACL on loans as interest accrued, but not received, is reversed timely.
(i) Foreclosure proceedings in process
At March 31, 2026, there were no home equity loans for which formal foreclosure proceedings were in process. At December 31, 2025, there were two home equity loans valued at a total of $1.2 million secured by residential real estate, for which formal foreclosure proceedings were in process.
(5)Allowance for Credit Losses on Loans
The Company's methodology for determining the ACL on loans is based upon key assumptions, including the lookback periods, historic net charge-off factors, economic forecasts, reversion periods, prepayments and qualitative adjustments. The allowance is measured on a collective, or pool, basis when similar risk characteristics exist. Loans that do not share common risk characteristics are evaluated on an individual basis and are excluded from the collective evaluation. For a description of the Company's ACL policy, see Note 1 - Description of Business, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Pronouncements included in Item 8. Financial Statements And Supplementary Data in our 2025 Annual Form 10-K.
GAAP requires the Company to develop reasonable and supportable forecasts of future conditions, and estimate how those forecasts are expected to impact a borrower’s ability to satisfy their obligation to the Company and the ultimate collectability of future cash flows over the life of a loan. Management has adopted a historic loss, open pool CECL methodology to calculate the ACL on loans. Under this methodology, loans are either collectively evaluated if they share similar risk characteristics, including performing modified loans, or individually evaluated if they do not share similar risk characteristics, including nonaccrual loans.
The allowance for individually evaluated loans is calculated using either the collateral value method, which considers the likely source of repayment as the value of the collateral less estimated costs to sell, or the net present value method, which considers the contractual principal and interest terms and estimated cash flows available from the borrower to satisfy the debt.
The allowance for collectively evaluated loans is comprised of the baseline loss allowance, the macroeconomic allowance and the qualitative allowance. The baseline loss allowance begins with the baseline loss rates calculated using the Company's average quarterly historical loss information for an economic cycle. The Company evaluates the historical period on a quarterly basis with the assumption that economic cycles have historically lasted between 10 and 15 years. The baseline loss rates are applied to each loan's estimated cash flows over the life of the loan under the remaining life method to determine the baseline loss estimate for each loan. Estimated cash flows consider the principal and interest in accordance with the contractual term of the loan and estimated prepayments. Contractual cash flows are based on the amortized cost and are adjusted for balances guaranteed by governmental entities, such as SBA or USDA, resulting in the unguaranteed amortized cost. The contractual term
excludes expected extensions, renewals and modifications unless the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Prepayments are established for each segment based on historical averages for the segment, which management believes is an accurate representation of future prepayment activity. Management reviews the adequacy of the prepayment assumption on an annual basis.
The macroeconomic allowance includes consideration of the forecasted direction of the economic and business environment and its likely impact on the estimated allowance as compared to the historical losses over the reasonable and supportable time frame. The Company uses macroeconomic scenarios from an independent third party. These scenarios are based on past events, current conditions, the likelihood of future events occurring and include consideration of the forecasted direction of the economic and business environment and its likely impact on the estimated allowance as compared to the historical losses over the reasonable and supportable time frame. Economic forecast models for the current period are uploaded to the model, which targets certain forecasted macroeconomic factors, such as unemployment rate, gross domestic product, housing price index, commercial real estate price index, and certain rate and market indices. Macroeconomic factor multipliers are determined through regression analysis and applied to loss rates for each segment of loans with similar risk characteristics. Each of the forecasted segment balances is impacted by a mix of these macroeconomic factors. Further, each of the macroeconomic factors is utilized differently by segment, including the application of lagged factors and various transformations such as percent change year over year. A macroeconomic sensitive model is developed for each segment given the current and forecasted conditions and a macroeconomic multiplier is calculated for each forecast period considering the forecasted losses as compared to the long-term average actual losses of the dataset. The impact of those macroeconomic factors on each segment, both positive and negative, using the reasonable and supportable period, are added to the calculated baseline loss allowance. After the reasonable and supportable period, forecasted loss rates revert to historical baseline loss levels over the predetermined reversion period on a straight-lined basis.
The Company’s ACL model also includes adjustments for qualitative factors, where appropriate. Since historical information (such as historical net losses and economic cycles) may not always, by themselves, provide a sufficient basis for determining future expected credit losses, the Company periodically considers the need for qualitative adjustments to the ACL. Qualitative adjustments may be related to and include, but not be limited to, factors such as: (i) management’s assessment of economic forecasts used in the model and how those forecasts align with management’s overall evaluation of current and expected economic conditions, (ii) organization specific risks such as credit concentrations, collateral specific risks, regulatory risks, and external factors that may ultimately impact credit quality, (iii) potential model limitations such as those identified through back-testing, underwriting changes, acquisition of new portfolios and changes in portfolio segmentation, and (iv) management’s overall assessment of the adequacy of the ACL, including an assessment of model data inputs used to determine the ACL.
Qualitative adjustments primarily relate to certain segments of the loan portfolio deemed by management to be of a higher-risk profile where management believes the quantitative component of the Company’s ACL model may not have fully captured the associated impact to the ACL. Qualitative adjustments also relate to heightened uncertainty as to future macroeconomic conditions and the related impact on different loan segments. Management reviews the need for an appropriate level of qualitative adjustments on a quarterly basis, and as such, the amount and allocation of qualitative adjustments may change in future periods.
The ACL on loans acquired in connection with the Merger was calculated using the same baseline loss rates, economic forecast models and qualitative adjustments as the Company.
In general, management's estimate of the ACL on loans uses relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The evaluation of the ACL on loans is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. While management utilizes its best judgment and information available to recognize estimated losses on loans, future additions to the ACL on loans may be necessary based on further declines in local and national economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL on loans. Such agencies may require the Company to adjust the ACL based on their judgments about information available to them at the time of their examinations. The Company believes the ACL on loans was appropriate as of March 31, 2026 given all the above considerations.
The following tables detail the activity in the ACL on loans by segment and class for the periods indicated:
Total real estate construction and land development
7,624
—
482
—
—
275
8,381
Consumer
1,840
—
496
(119)
27
76
2,320
Total
$
52,584
$
174
$
9,165
$
(583)
$
31
$
(820)
$
60,551
Three Months Ended March 31, 2025
Beginning Balance
Charge-offs
Recoveries
Provision for (Reversal of) Credit Losses
Ending Balance
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
9,766
$
(222)
$
26
$
(227)
$
9,343
Owner-occupied CRE
12,819
—
—
490
13,309
Non-owner occupied CRE
15,708
—
—
(78)
15,630
Total commercial business
38,293
(222)
26
185
38,282
Residential real estate
3,464
—
—
581
4,045
Real estate construction and land development:
Residential
779
—
—
(51)
728
Commercial and multifamily
7,877
—
—
(661)
7,216
Total real estate construction and land development
8,656
—
—
(712)
7,944
Consumer
2,055
(154)
51
(63)
1,889
Total
$
52,468
$
(376)
$
77
$
(9)
$
52,160
The following table details the activity in the ACL on unfunded commitments during the periods indicated:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Balance, beginning of period
$
1,047
$
587
Acquired provision for credit losses on unfunded commitments
348
—
(Reversal of) provision for credit losses on unfunded commitments
(210)
60
Balance, end of period
$
1,185
$
647
(6)Goodwill and Other Intangible Assets
(a) Goodwill
Goodwill represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of fair value of liabilities assumed in connection with mergers and acquisitions. During the three months ended March 31, 2026, the Company recorded $38.1 million of goodwill associated with the acquisition of Olympic. Additional information on the acquisition and purchase price allocations is provided in Note 2 - Business Combinations. There were no additions to goodwill during the three months ended March 31, 2025.
The following table presents the changes in the carrying amount of goodwill during the three months ended March 31, 2026:
(Dollars in thousands)
Balance at December 31, 2025
$
240,939
Additions as a result of acquisitions
38,090
Balance at March 31, 2026
$
279,029
Management analyzes the Company's goodwill on an annual basis on December 31 and between annual tests in certain circumstances such as material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent the carrying amount of goodwill exceeds its implied fair value. The Company performed an annual impairment assessment as of December 31, 2025 and concluded that there was no impairment as of that date. Even though there was no goodwill impairment at December 31, 2025, changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material impact on the Company's operating results.
(b) Other Intangible Assets
Other intangible assets represent core deposit intangibles acquired in business combinations with estimated useful lives of ten years. During the three months ended March 31, 2026, the Company recorded $50.3 million of core deposit intangibles associated with the acquisition of Olympic. There were no additions to other intangible assets during the three months ended March 31, 2025. Fully amortized core deposit intangibles of $12.1 million were removed from the gross carrying amount and accumulated amortization during the three months ended March 31, 2026.
The following table summarizes other intangible assets at the dates indicated:
March 31, 2026
December 31, 2025
(Dollars in thousands)
Gross Carrying Value
$
68,650
30,455
Accumulated amortization
(18,424)
(28,476)
Net carrying value
$
50,226
$
1,979
The following table presents the estimated aggregate amortization of other intangible assets at the dates indicated:
March 31, 2026
Estimated amortization expense
Remainder of 2026
$
8,840
2027
9,658
2028
7,284
2029
5,790
2030
4,728
Thereafter
13,926
Total
$
50,226
(7)Derivative Financial Instruments
The Company utilizes interest rate swap derivative contracts to facilitate the needs of its commercial customers whereby it enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Company’s customer to effectively convert a variable rate loan to a fixed rate and the Company recognizes immediate income based upon the difference in the bid/ask spread of the underlying transactions with its customers and the third-party. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company’s results of operations. These interest rate swaps are not designated as hedging instruments.
The Company is exposed to credit-related losses in the event of nonperformance by the counterparty to these agreements. Credit risk for derivatives with the customer is controlled through the credit approval process, amount limits, and monitoring procedures and is concentrated within our primary market areas. Credit risk for derivatives with third-parties is concentrated among five well-known broker dealers.
Fee income related to interest rate swap derivative contract transactions is recorded in Interest rate swap fees on the unaudited Condensed Consolidated Statements of Income when there is fee income received during the period. The fair value of derivative positions outstanding is included in Prepaid expenses and other assets and Accrued expenses and other liabilities in the unaudited Condensed Consolidated Statements of Financial Condition. The gains and losses due to changes in fair value and all cash flows are included in Other income in the unaudited Condensed Consolidated Statements of Income, but typically net to zero based on the identical back-to-back interest rate swap derivative contracts unless a credit valuation adjustment is recorded to appropriately reflect nonperformance risk in the fair value measurement. Various factors impact changes in the credit valuation adjustments over time, including changes in the risk ratings of the parties to the contracts, as well as changes in market rates and volatilities, which affect the total expected exposure of the derivative instruments.
The following table presents the notional amounts and estimated fair values of interest rate derivative contracts outstanding at the dates indicated:
March 31, 2026
December 31, 2025
Notional Amounts
Estimated Fair Value
Notional Amounts
Estimated Fair Value
(Dollars in thousands)
Non-hedging interest rate derivatives
Interest rate swap asset(1)
$
308,264
16,624
$
276,349
$
14,434
Interest rate swap liability(1)
308,264
(16,624)
276,349
(14,434)
(1) The estimated fair value of derivatives with customers was $(13.5) million and $(11.4) million as of March 31, 2026 and December 31, 2025, respectively. The estimated fair value of derivatives with third-parties was $13.5 million and $11.4 million as of March 31, 2026 and December 31, 2025, respectively.
(8)Stockholders’ Equity
(a) Earnings Per Common Share
The following table illustrates the calculation of weighted average shares used for earnings per common share computations for the periods indicated:
Three Months Ended March 31,
2026
2025
(Dollars in thousands, except shares)
Net income allocated to common shareholders
$
18,947
$
13,911
Basic:
Weighted average common shares outstanding
38,683,375
34,012,490
Diluted:
Basic weighted average common shares outstanding
38,683,375
34,012,490
Effect of potentially dilutive common shares(1)
421,194
493,748
Total diluted weighted average common shares outstanding
39,104,569
34,506,238
Potentially dilutive shares that were excluded from the computation of diluted earnings per share because to do so would be anti-dilutive(2)
82,193
24,629
(1) Represents the effect of the vesting of restricted stock units.
(2) Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock unit exceeds the market price of the Company’s stock.
(b) Dividends
The timing and amount of cash dividends paid on the Company's common stock depends on the Company’s earnings, capital requirements, financial condition and other relevant factors. Dividends on common stock from the Company depend substantially upon the receipt of dividends from the Bank, which is the Company’s predominant source of income.
The following table summarizes the dividend activity during the three months ended March 31, 2026and the calendar year 2025:
The FDIC and the DFI have the authority under their supervisory powers to prohibit the payment of dividends by the Bank to the Company. Additionally, current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters. Current regulations allow the Company and the Bank to pay dividends on their common stock if the Company’s or the Bank’s regulatory capital would not be reduced below the statutory capital requirements set by the Federal Reserve and the FDIC.
(c) Stock Repurchase Program
On April 24, 2024, the Board authorized the repurchase of up to 5% of the Company's outstanding common shares or 1,734,492 shares in total, under a new stock repurchase program (the "Repurchase Program"), with 796,832 shares remaining available for repurchase as of March 31, 2026. The Repurchase Program superseded a previous stock repurchase program, authorized in March 2020. The Repurchase Program does not obligate the Company to repurchase any shares of its common stock, and other than repurchases that have been completed to date, there is no assurance that the Company will make any further repurchases going forward. Under the Repurchase Program, the Company may repurchase shares of common stock from time to time in open market or privately negotiated transactions. The number, timing and price of shares repurchased will depend on business and market conditions, regulatory requirements, availability of funds, and other factors, including opportunities to deploy the Company's capital. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the Repurchase Program’s expiration, without any prior notice.
(9)Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1: Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow the Company to sell its ownership interest back to the fund at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or valuations using methodologies with observable inputs.
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques using unobservable inputs, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
(a) Recurring and Nonrecurring Basis
The Company used the following methods and significant assumptions to measure the fair value of certain assets on a recurring and nonrecurring basis:
Investment Securities:
The fair values of all investment securities are based upon the assumptions that market participants would use in pricing the security. If available, fair values of investment securities are determined by quoted market prices (Level 1). For investment securities where quoted market prices are not available, fair values are calculated based on market prices on similar securities (Level 2). For investment securities where quoted prices or market prices of similar securities are not available, fair values are calculated by using observable and unobservable inputs such as discounted cash flows or other market indicators (Level 3). Investment security valuations are obtained from third-party pricing services.
Collateral-Dependent Loans:
Collateral-dependent loans are identified for the calculation of the ACL on loans. The fair value used to measure credit loss for this type of loan is commonly based on recent real estate appraisals which are generally obtained at least every 18 months or earlier if there are changes to risk characteristics of the underlying loan. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by independent appraisers to adjust for differences between the comparable sales and income data available. The Company also incorporates an estimate of cost to sell the collateral when the sale is probable. Such adjustments may be significant and result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value based on the borrower’s financial statements or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the customer and customer’s business (Level 3). Individually evaluated loans are analyzed for credit loss on a quarterly basis and the ACL on loans is adjusted as required based on the results.
Appraisals on collateral-dependent loans are performed by certified general appraisers for commercial properties or certified residential appraisers for residential properties whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Company's internal appraisal department reviews and approves the assumptions and approaches utilized in the appraisal as well as the resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.
The Company obtains broker or dealer quotes to value its interest rate derivative contracts, which use valuation models using observable market data as of the measurement date (Level 2), and incorporates credit valuation adjustments to reflect nonperformance risk in the measurement of fair value (Level 3). Although the Company has determined that the majority of the inputs used to value its interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as borrower risk ratings, to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2026 and December 31, 2025, the Company assessed the significance of the impact of the credit valuation adjustment on the overall valuation of its interest rate swap derivatives and determined the credit valuation adjustment was not significant to the overall valuation of its interest rate swap derivatives. As a result, the Company has classified its interest rate swap derivative valuations in Level 2 of the fair value hierarchy.
Recurring Basis
The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis at the dates indicated:
March 31, 2026
Total
Level 1
Level 2
Level 3
(Dollars in thousands)
Assets
Investment securities available for sale:
U.S. government and agency securities
$
11,861
$
—
$
11,861
$
—
Municipal securities
63,972
—
63,972
—
Residential CMO and MBS(1)
497,228
—
497,228
—
Commercial CMO and MBS(1)
396,816
—
396,816
—
Corporate obligations
11,580
—
11,580
—
Other asset-backed securities
19,691
—
19,691
—
Total investment securities available for sale
1,001,148
—
1,001,148
—
Equity security
488
488
—
—
Derivative assets - interest rate swaps
16,624
—
16,624
—
Liabilities
Derivative liabilities - interest rate swaps
$
16,624
$
—
$
16,624
$
—
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
December 31, 2025
Total
Level 1
Level 2
Level 3
(Dollars in thousands)
Assets
Investment securities available for sale:
U.S. government and agency securities
$
11,702
$
—
$
11,702
$
—
Municipal securities
51,423
—
51,423
—
Residential CMO and MBS(1)
275,268
—
275,268
—
Commercial CMO and MBS(1)
252,164
—
252,164
—
Corporate obligations
10,532
—
10,532
—
Other asset-backed securities
6,433
—
6,433
—
Total investment securities available for sale
607,522
—
607,522
—
Equity security
265
265
—
—
Derivative assets - interest rate swaps
14,434
—
14,434
—
Liabilities
Derivative liabilities - interest rate swaps
$
14,434
$
—
$
14,434
$
—
(1) U.S. government agency and government-sponsored enterprise CMO and MBS.
The Company may be required to measure certain financial assets and liabilities at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. The following tables present assets measured at fair value on a nonrecurring basis at the dates indicated:
Fair Value at March 31, 2026
Total
Level 1
Level 2
Level 3
(Dollars in thousands)
Collateral-dependent loans:
Commercial business:
Commercial and industrial
$
1,882
$
—
$
—
$
1,882
Other real estate owned:
Residential
755
—
—
755
Total assets measured at fair value on a nonrecurring basis
$
2,637
$
—
$
—
$
2,637
Fair Value at December 31, 2025
Total
Level 1
Level 2
Level 3
(Dollars in thousands)
Collateral-dependent loans:
Residential real estate
806
—
—
806
Total assets measured at fair value on a nonrecurring basis
$
806
$
—
$
—
$
806
The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the dates indicated:
March 31, 2026
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range of Inputs
Weighted
Average(1)
(Dollars in thousands)
Collateral-dependent loans
$
1,882
Market approach
Adjustments to reflect current conditions and selling costs
10.0% - 10.0%
10.0%
Other real estate owned
$
755
Market approach
Adjustments to reflect current conditions and selling costs
10.0%- 16.1%
13.1%
December 31, 2025
Fair Value
Valuation Technique(s)
Unobservable Input(s)
Range of Inputs
Weighted
Average(1)
(Dollars in thousands)
Collateral-dependent loans
$
806
Market approach
Adjustments to reflect current conditions and selling costs
10.0% - 10.0%
10.0%
(1) Weighted by net discount to net appraisal fair value
(b) Fair Value of Financial Instruments
Broadly traded markets do not exist for most of the Company’s financial instruments; therefore, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein does not represent, and should not be construed to represent, the underlying value of the Company.
The following tables present the carrying value of the Company’s financial instruments and their corresponding estimated fair values at the dates indicated:
March 31, 2026
Carrying Value
Fair Value
Fair Value Measurements Using:
Level 1
Level 2
Level 3
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents
$
268,143
$
268,143
$
268,143
$
—
$
—
Investment securities available for sale
1,001,148
1,001,148
—
1,001,148
—
Investment securities held to maturity
668,263
617,490
—
617,490
—
Loans receivable, net
5,661,687
5,677,810
—
—
5,677,810
Derivative assets - interest rate swaps
16,624
16,624
—
16,624
—
Equity security
488
488
488
—
—
Financial Liabilities:
Non-maturity deposits
$
6,121,859
$
6,121,859
$
6,121,859
$
—
$
—
Certificates of deposit
1,126,678
1,132,833
—
1,132,833
—
Borrowings
20,000
20,218
—
20,218
—
Junior subordinated debentures
22,424
20,990
—
—
20,990
Derivative liabilities - interest rate swaps
16,624
16,624
—
16,624
—
December 31, 2025
Carrying Value
Fair Value
Fair Value Measurements Using:
Level 1
Level 2
Level 3
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents
$
233,089
$
233,089
$
233,089
$
—
$
—
Investment securities available for sale
607,522
607,522
—
607,522
—
Investment securities held to maturity
674,107
625,287
—
625,287
—
Loans receivable, net
4,730,682
4,740,417
—
—
4,740,417
Derivative assets - interest rate swaps
14,434
14,434
—
14,434
—
Equity security
265
265
265
—
—
Financial Liabilities:
Non-maturity deposits
$
4,982,336
$
4,982,336
$
4,982,336
$
—
$
—
Certificates of deposit
937,863
942,011
—
942,011
—
Borrowings
20,000
20,044
—
20,044
—
Junior subordinated debentures
22,350
21,102
—
—
21,102
Derivative liabilities - interest rate swaps
14,434
14,434
—
14,434
—
(10)Investments in Tax Credits Structures
The Company's tax credit investments include LIHTC investments and a Solar Tax Credit investment. LIHTC investments promote qualified affordable housing projects, some of which also support the Company’s regulatory compliance with the CRA. The Company’s investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction to income tax expense. For the Company’s accounting policies on tax credit investments, see Note 1 - Description of Business, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Pronouncements included in Item 8. Financial Statements And Supplementary Data in our 2025 Annual Form 10-K.
LIHTC Investments
The carrying values of investments in unconsolidated LIHTC investments were $156.9 million and $162.8 million as of March 31, 2026 and December 31, 2025, respectively, as a component of prepaid expense and other assets on the Condensed Consolidated Statements of Financial Condition. LIHTCs are accounted for using the proportional amortization method. During
the three months ended March 31, 2026 and 2025, the Company recognized proportional amortization of $5.9 million and $5.9 million, respectively, as a component of income tax in the Condensed Consolidated Statements of Income.
Total unfunded contingent commitments related to the Company's LIHTC investments totaled $15.7 million and $18.1 million at March 31, 2026 and December 31, 2025, respectively, as a component of accrued expenses and other liabilities in the Condensed Consolidated Statements of Financial Condition. The Company expects to fund LIHTC commitments totaling $4.7 million during the remaining nine months during the year ending December 31, 2026 and $1.9 million during the year ending December 31, 2027, with the remaining commitments of $9.1 million to be funded by December 31, 2041.
There were no significant modifications or events that resulted in a change in the nature or change in the underlying project for the Company's LIHTC investments at March 31, 2026 or December 31, 2025.
Solar Tax Credit Investment
The Solar Tax Credit investment is accounted for using the equity method. During the three months ended March 31, 2026 and 2025, the Company recorded no amortization expense in connection with the Solar Tax Credit investment.
(11)Income Taxes
The following table presents the reconciliation of income taxes computed at the federal statutory income tax rate of 21% to the actual effective rate for the periods indicated:
Three Months Ended March 31,
2026
2025
(Dollars in thousands)
Income tax expense at Federal statutory rate
$
4,703
$
3,393
State tax, net of Federal tax benefit
249
165
Tax-exempt instruments
(338)
(315)
BOLI surrender
—
—
Federal tax credits and other benefits(1)
(1,181)
(1,186)
Effects of BOLI
(211)
(179)
Effects of Merger
487
—
Restricted stock unit excess (benefit) liability
(23)
(17)
Other, net
(236)
387
Income tax expense
$
3,450
$
2,248
(1) Federal tax credits are provided for under the Solar Tax Credit and LIHTC programs.
(12)Commitments and Contingencies
In the ordinary course of business, the Company may enter into various types of transactions that include commitments to extend credit that are not included in its unaudited Condensed Consolidated Financial Statements. The Company applies the same credit standards to these commitments as it uses in all its lending activities and has included these commitments in its lending risk evaluations. The majority of the commitments presented below are variable rate. Loan commitments can be either revolving or non-revolving. The Company’s exposure to credit and market risk under commitments to extend credit is represented by the amount of these commitments.
The following table presents outstanding commitments to extend credit, including letters of credit, at the dates indicated:
Total real estate construction and land development
293,767
256,229
Consumer
401,364
339,999
Total outstanding commitments
$
1,346,639
$
1,201,789
(13)Segment Information
The Company has one reportable operating segment, commercial banking. The Company's reportable segment is determined by the Chief Executive Officer, who is the designated CODM. While the CODM monitors information provided about the Company's various products and services offered, the Company's financial performance is evaluated on a company-wide basis. The CODM will evaluate the financial performance of the Company's business components by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans, investments, and deposits provide the revenues of the banking operation. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation. All operations are domestic.
Accounting policies for the Company's one segment are described in Note 1 - Description of Business, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Pronouncements included in Item 8. Financial Statements And Supplementary Data in our 2025 Annual Form 10-K. Segment performance is evaluated using consolidated net income which is also reported on the Condensed Consolidated Statements of Income as net income. The measure of segment assets is reported on the Condensed Consolidated Statements of Financial Condition as total assets.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to assist in understanding the financial condition and results of operations of the Company as of and for the three months ended March 31, 2026. The information contained in this section should be read together with the unaudited Condensed Consolidated Financial Statements and the accompanying Notes included herein, the Cautionary Note Regarding Forward-Looking Statements included herein and the December 31, 2025 audited Consolidated Financial Statements, and the accompanying Notes included in our 2025 Annual Form 10-K.
Overview
Heritage Financial Corporation is a bank holding company that was incorporated in the State of Washington in August 1997. We are primarily engaged in the business of planning, directing, and coordinating the business activities of our wholly-owned subsidiary and single reportable segment, Heritage Bank.
Heritage Bank is headquartered in Olympia, Washington and conducts business from its 65 branch offices located throughout Washington State, the greater Portland, Oregon area, Eugene, Oregon and Boise, Idaho and its one loan production office in Spokane, Washington as of March 31, 2026. Heritage Bank also does business under the Whidbey Island Bank name on Whidbey Island, Washington and does business under the Kitsap Bank name for certain branches acquired in the Olympic Merger.
Our business consists primarily of commercial lending and deposit relationships with small- to medium-sized businesses and their owners in our market areas, as well as attracting deposits from the general public. We also make real estate construction and land development loans, consumer loans and residential real estate loans on single family properties located primarily in our markets.
Our core profitability depends primarily on our net interest income. Net interest income is the difference between interest income, which is the income that we earn on interest earning assets, consisting primarily of loans and investment securities, and interest expense, which is the amount we pay on our interest bearing liabilities, consisting primarily of deposits and borrowings. Management manages the repricing characteristics of the Company's interest earning assets and interest bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve. Like most financial institutions, our net interest income is significantly affected by general and local economic conditions, particularly changes in market interest rates, and by governmental policies and actions of regulatory agencies. Net interest income is additionally
affected by changes in the volume and mix of interest earning assets, interest earned on these assets, the volume and mix of interest bearing liabilities and interest paid on these liabilities.
Our net income is affected by many factors, including the provision for credit losses on loans. The provision for credit losses on loans is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio, as well as prevailing economic and market conditions. Management believes that the ACL on loans reflects the amount that is appropriate to provide for current expected credit losses in our loan portfolio based on the CECL methodology.
Net income is also affected by noninterest income and noninterest expense. Noninterest income primarily consists of gains or losses on the sale of investment securities, service charges and other fees, card revenue and other income. Noninterest expense primarily consists of compensation and employee benefits, occupancy and equipment, data processing and professional services expense. Compensation and employee benefits consist primarily of the salaries and wages paid to our employees and payroll taxes and expenses for retirement and other employee benefits. Occupancy and equipment expenses are the fixed and variable costs of buildings and equipment and consist primarily of lease expenses, depreciation charges, maintenance and utilities. Data processing expense consists primarily of processing and network services related to the Bank’s core operating system, including the account processing system, electronic payments processing of products and services, internet and mobile banking channels and software-as-a-service providers. Professional services expense consists primarily of third-party service providers such as auditors, consultants and lawyers.
Results of operations may also be significantly affected by general and local economic and competitive conditions, changes in accounting, tax, and regulatory rules, governmental policies and actions of regulatory authorities, including changes resulting from inflation and the governmental actions taken to address this issue, as well as changes in policies driven by the new presidential administration, including policies on tariffs and immigration, which may impact our operations or those of our customers. Net income is also impacted by our ability to execute our strategic plan to grow the Company through organic growth or acquisitions. See also "Cautionary Note Regarding Forward-Looking Statements."
Recent Acquisition
On January 31, 2026, the Company completed its acquisition of Olympic, a bank holding company headquartered in Port Orchard, Washington, pursuant to the Agreement and Plan of Bank Merger, dated as of September 25, 2025, by and between the Company and Olympic (the "merger agreement"), whereby Olympic merged with and into the Company, and Kitsap Bank, Olympic's wholly-owned banking subsidiary, merged with and into the Bank. Pursuant to the terms of the merger agreement, Olympic shareholders received 45.0 shares of Heritage common stock for each share of Olympic capital stock based on a fixed exchange ratio. Olympic's principal activity was the ownership and operation of Kitsap Bank, a state-chartered banking institution that operated sixteen branches in Washington at the time of closing. The merger consideration, consisting of 7,167,600 shares of Heritage common stock, totaled approximately $185.0 million, based on the closing price of Heritage common stock on January 30, 2026 (the trading day immediately preceding the completion of the acquisition), as reported on the Nasdaq Global Select Market.
The Company accounted for the transaction under the acquisition method of accounting, and thus, the financial position and results of operations of acquired institutions prior to the consummation date are not included in the accompanying consolidated financial statements. The acquisition method of accounting requires assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determines the fair value of core deposit intangibles, securities, premises and equipment, loans, other assets and liabilities, deposits and borrowings with the assistance of third party valuations, appraisals, and third party advisors. The estimated fair values are subject to refinement for up to one year after deal consummation as additional information becomes available relative to the closing date fair values.
Results of Operations
Net Income
Comparison of the quarter ended March 31, 2026 to the comparable quarter in the prior year
Net income increased $5.0 million, or 36.2%, to $18.9 million, or $0.48 per diluted common share, for the three months ended March 31, 2026, compared to $13.9 million, or $0.40 per diluted common share, for the same period in 2025.
The increase in net income was primarily due to a $15.5 million increase in net interest income and a $4.8 million increase in noninterest income. Net interest income increased primarily due to an increase in average interest earning assets, which increased substantially as a result of the Merger. Noninterest income increased due to a $3.9 million pre-tax loss on the sale of investment securities recognized during the three months ended March 31, 2025 while no loss was recognized during the three months ended March 31, 2026.
These improvements were partially offset by a $15.2 million increase in noninterest expense primarily due to expenses associated with the Merger, including increases related to compensation and employee benefits due to increased headcount, severance expense, occupancy and equipment expense primarily due to additional rent expense, and additional data processing expense due to an increase in transactional accounts and balances.
Net Interest Income and Margin
One of the Company's key sources of revenue is net interest income. Several factors affect net interest income, including, but not limited to: the volume, pricing, mix and maturity of interest earning assets and interest bearing liabilities; the volume of noninterest earning assets, noninterest bearing demand deposits, other noninterest bearing liabilities and stockholders' equity; market interest rate fluctuations; and asset quality.
Comparison of the quarter ended March 31, 2026 to the comparable quarter in the prior year
The following table provides net interest income information for the periods indicated:
Three Months Ended March 31,
2026
2025
Change
Average
Balance(1)
Interest Earned/ Paid
Average
Yield/
Rate(1)
Average
Balance(1)
Interest Earned/ Paid
Average
Yield/
Rate(1)
Average
Balance(1)
Interest Earned/ Paid
Average Yield/ Rate(1)
(Dollars in thousands)
Interest Earning Assets:
Loans receivable (2)(3)
$
5,412,943
$
76,445
5.73
%
$
4,793,917
$
64,436
5.45
%
$
619,026
$
12,009
0.28
%
Taxable securities
1,486,343
12,570
3.43
1,427,976
11,739
3.33
58,367
831
0.10
Nontaxable securities (3)
15,662
129
3.34
15,686
139
3.59
(24)
(10)
(0.25)
Interest earning deposits
172,723
1,531
3.59
96,118
1,052
4.44
76,605
479
(0.85)
Total interest earning assets
7,087,671
90,675
5.19
%
6,333,697
77,366
4.95
%
753,974
13,309
0.24
%
Noninterest earning assets
847,331
769,530
77,801
Total assets
$
7,935,002
$
7,103,227
$
831,775
Interest Bearing Liabilities:
Certificates of deposit
$
1,064,676
$
8,814
3.36
%
$
980,336
$
9,670
4.00
%
$
84,340
$
(856)
(0.64)
%
Savings accounts
540,403
315
0.24
426,321
293
0.28
114,082
22
(0.04)
Interest bearing demand and money market accounts
3,303,007
11,618
1.43
2,705,686
9,526
1.43
597,321
2,092
—
Total interest bearing deposits
4,908,086
20,747
1.71
4,112,343
19,489
1.92
795,743
1,258
(0.21)
Junior subordinated debentures
22,382
430
7.79
22,086
471
8.65
296
(41)
(0.86)
Borrowings
27,372
279
4.13
320,286
3,716
4.71
(292,914)
(3,437)
(0.58)
Total interest bearing liabilities
4,957,840
21,456
1.76
%
4,454,715
23,676
2.16
%
503,125
(2,220)
(0.40)
%
Noninterest bearing demand deposits
1,833,284
1,631,268
202,016
Other noninterest bearing liabilities
94,834
150,615
(55,781)
Stockholders’ equity
1,049,044
866,629
182,415
Total liabilities and stock-holders’ equity
$
7,935,002
$
7,103,227
$
831,775
Net interest income and spread
$
69,219
3.43
%
$
53,690
2.79
%
$
15,529
0.64
%
Net interest margin
3.96
%
3.44
%
0.52
%
(1) Average balances are calculated using daily balances. Average yield/rate is annualized.
(2) Average loans receivable includes loans classified as nonaccrual, which carry a zero yield. Interest earned on loans receivable includes the amortization of net deferred loan fees of $819,000 and $752,000 for the three months ended March 31, 2026 and 2025, respectively and the incremental accretion on purchased loans of $1.6 million and $153,000 for the three months ended March 31, 2026 and 2025, respectively.
(3) Yields on tax-exempt loans and securities have not been stated on a tax-equivalent basis.
The following table provides the changes in net interest income for the three months ended March 31, 2026 compared to the same period in 2025, due to changes in average asset and liability balances (volume), changes in average yields/rates (rate) and changes attributable to the combined effect of volume and rates allocated proportionately to the absolute value of changes due to volume and changes due to rates:
Increase (Decrease) Due to Changes In:
Volume
Yield/Rate
Total
(Dollars in thousands)
Interest Earning Assets:
Loans receivable
$
8,623
$
3,386
$
12,009
Taxable securities
488
343
831
Nontaxable securities
—
(10)
(10)
Interest earning deposits
710
(231)
479
Total interest income
$
9,821
$
3,488
$
13,309
Interest Bearing Liabilities:
Certificates of deposit
$
785
$
(1,641)
$
(856)
Savings accounts
70
(48)
22
Interest bearing demand and money market accounts
2,101
(9)
2,092
Total interest bearing deposits
2,956
(1,698)
1,258
Junior subordinated debentures
6
(47)
(41)
Borrowings
(3,034)
(403)
(3,437)
Total interest expense
$
(72)
$
(2,148)
$
(2,220)
Net interest income
$
9,893
$
5,636
$
15,529
Net interest income increased $15.5 million, or 28.9%, to $69.2 million for the three months ended March 31, 2026, compared to $53.7 million for the same period in 2025, due primarily to a $13.3 million increase in total interest income and a $2.2 million decrease in total interest expense. The increase in net interest income was primarily due to an increase in average interest earning assets, which increased substantially as a result of the Merger.
Net interest margin increased 52 basis points to 3.96% for the three months ended March 31, 2026, compared to 3.44% for the same period in 2025. The increase in net interest margin was due primarily to the increase in net interest income discussed above, with the primary contributor being increases in both the average loan balance and loan yield as a result of the Merger.
The yield on interest earning assets increased 24 basis points to 5.19% for the three months ended March 31, 2026, compared to 4.95% for the same period in 2025. The yield on loans receivable increased 28 basis points to 5.73% during the three months ended March 31, 2026, compared to 5.45% for the same period in 2025. The increase was due primarily to the incremental accretion on purchased loans which contributed 12 basis points to loan yield and interest income recognized on nonaccrual loans which contributed six basis points to loan yield during the three months ended March 31, 2026. The incremental accretion and the impact to loan yield will change during any period based on the volume of prepayments, but is expected to decrease over time as the balance of the purchased loans decreases.
The cost of interest bearing deposits decreased 21 basis points to 1.71% for the three months ended March 31, 2026, from 1.92% for same period in 2025. This decrease was primarily due to the deposits acquired from Olympic, which had a lower cost of deposits.
The following table presents the net interest margin and loan yield and the effect of the incremental accretion on purchased loans on these ratios for the periods indicated:
Three Months Ended March 31,
2026
2025
Net Interest Margin, excluding incremental accretion on purchased loans, annualized:
Net interest margin
3.96
%
3.44
%
Exclude impact from incremental accretion on purchased loans(2)
(0.09)
%
(0.01)
%
Net interest margin, excluding incremental accretion on purchased loans(1)
3.87
%
3.43
%
Loan yield, excluding incremental accretion on purchased loans, annualized:
Loan yield
5.73
%
5.45
%
Exclude impact from incremental accretion on purchased loans(2)
(0.12)
(0.01)
Loan yield, excluding incremental accretion on purchased loans(1)
5.61
%
5.44
%
Incremental accretion on purchased loans(1)
$
1,623
$
153
(1)Represents a non-GAAP financial measure. See "Non-GAAP Financial Measures" section for a reconciliation to the comparable GAAP financial measure.
(2)Represents the amount of interest income recorded on purchased loans in excess of the contractual stated interest rate in the individual loan notes due to incremental accretion of purchased discount or premium. Purchased discount or premium is the difference between the contractual loan balance and the fair value of acquired loans at the acquisition date. The purchased discount is accreted into income over the remaining life of the loan. The impact of incremental accretion on loan yield will change during any period based on the volume of prepayments, but it is expected to decrease over time as the balance of the purchased loans decreases.
Provision for Credit Losses
The aggregate of the (reversal of) provision for credit losses on loans and on unfunded commitments is presented on the unaudited Condensed Consolidated Statements of Income as the provision for credit losses. The ACL on unfunded commitments is included on the unaudited Condensed Consolidated Statements of Financial Condition within accrued expenses and other liabilities.
Comparison of the quarter ended March 31, 2026 to the comparable quarter in the prior year
The following table presents the (reversal of) provision for credit losses for the periods indicated:
Three Months Ended March 31,
Change
2026
2025
$
%
(Dollars in thousands)
(Reversal of) provision for credit losses on loans
$
(820)
$
(9)
$
(811)
(9011.1)
%
(Reversal of) provision for credit losses on unfunded commitments
(210)
60
(270)
450.0
(Reversal of) provision for credit losses
$
(1,030)
$
51
$
(1,081)
2119.6
%
The (reversal of) provision for credit losses on loans reflects the amount required to maintain the ACL on loans at an appropriate level based upon management’s evaluation of the adequacy of collective and individual loss reserves and is impacted by quarterly charge-offs and recoveries. The reversal of provision for credit losses on loans was $820,000 during the three months ended March 31, 2026 and was due primarily to a decrease in the weighted average life of loans which decreased the calculated reserves. Future assessments of expected credit losses will be impacted not only by changes in the composition of and amount of loans and to the reasonable and supportable forecast, but also by an updated assessment of qualitative factors, as well as consideration of any changes in the reasonable and supportable forecast reversion period.
The reversal of provision for credit losses on unfunded commitments recognized during the three months ended March 31, 2026 was due primarily to an increase in utilization rates which resulted in a smaller unfunded capacity.
The reversal of provision for credit losses on loans was $9,000 during the three months ended March 31, 2025 and was primarily driven by a reduction in loan balances during the quarter. The provision for credit losses on unfunded commitments recognized during the three months ended March 31, 2025 was due primarily to a decrease in loan utilization rates which resulted in larger unfunded capacity.
Comparison of the three months ended March 31, 2026 to the comparable period in the prior year
The following table presents the change in the key components of noninterest income for the periods indicated:
Three Months Ended March 31,
Change
2026
2025
$
%
(Dollars in thousands)
Service charges and other fees
$
3,367
$
2,975
$
392
13.2
%
Card revenue
2,103
1,733
370
21.4
Loss on sale of investment securities, net
—
(3,887)
3,887
(100.0)
BOLI income
1,119
918
201
21.9
Gain on sale of other assets, net
—
3
(3)
(100.0)
Other income
2,110
2,161
(51)
(2.4)
Total noninterest income
$
8,699
$
3,903
$
4,796
122.9
%
Noninterest income increased $4.8 million from the same period in 2025, due primarily to a $3.9 million pre-tax loss on the sale of investment securities recognized during the three months ended March 31, 2025 as part of the Company's strategic balance sheet repositioning efforts, and due to increases in service charges and other fees, card revenue and BOLI income due to income from the deposit portfolio and BOLI acquired from Olympic.
Noninterest Expense
Comparison of three months ended March 31, 2026 to the comparable period in the prior year
The following table presents changes in the key components of noninterest expense for the periods indicated:
Three Months Ended March 31,
Change
2026
2025
$
%
(Dollars in thousands)
Compensation and employee benefits
$
33,972
$
25,799
$
8,173
31.7
%
Occupancy and equipment
5,330
4,926
404
8.2
Data processing
5,093
3,897
1,196
30.7
Marketing
383
335
48
14.3
Professional services
2,842
734
2,108
287.2
State/municipal business and use taxes
1,674
1,220
454
37.2
Federal deposit insurance premium
1,037
812
225
27.7
Other real estate owned, net
4
—
4
100.0
Amortization of intangible assets
2,058
303
1,755
579.2
Other expense
4,158
3,357
801
23.9
Total noninterest expense
$
56,551
$
41,383
$
15,168
36.7
%
Noninterest expense increased $15.2 million, or 36.7%, to $56.6 million during the three months ended March 31, 2026, compared to $41.4 million during the same period in 2025. The increases were primarily due to expenses from the Merger, including increases related to compensation and employee benefits due to increased headcount, severance expense, occupancy and equipment expense primarily due to additional rent expense, and additional data processing expense due to an increase in transactional accounts and balances. Noninterest expense also increased due to an increase in the amortization of intangible assets of $1.8 million, relating to the Merger. Professional fees increased due primarily to Merger-related costs recognized during the three months ended March 31, 2026. Total Merger-related expenses incurred during the three months ended March 31, 2026 were $5.2 million and consisted of severance expense, professional fees, core conversion costs and contract termination costs.
Comparison of the three months ended March 31, 2026to the comparable period in the prior year
The following table presents the income tax expense, and related metrics and change for the periods indicated:
Three Months Ended March 31,
2026
2025
Change
(Dollars in thousands)
Income before income taxes
$
22,397
$
16,159
$
6,238
Income tax expense
$
3,450
$
2,248
$
1,202
Effective income tax rate
15.4
%
13.9
%
1.5
%
Income tax expense and the effective income tax rate both increased due primarily to higher estimated pre-tax income, which decreased the impact of favorable permanent tax items such as tax-exempt investments, investments in BOLI and LIHTC investments during the three months ended March 31, 2026 compared to the same period in 2025.
Financial Condition
The following table provides a comparison of the changes in the Company's financial condition at the periods indicated:
March 31, 2026
December 31, 2025
Change
$
%
(Dollars in thousands)
Assets
Cash and cash equivalents
$
268,143
$
233,089
$
35,054
15.0
%
Investment securities available for sale, at fair value, net
1,001,148
607,522
393,626
64.8
Investment securities held to maturity, at amortized cost, net
668,263
674,107
(5,844)
(0.9)
Loans receivable, net
5,661,687
4,730,682
931,005
19.7
Other real estate owned
755
—
755
100.0
Premises and equipment, net
100,509
74,690
25,819
34.6
Federal Home Loan Bank stock, at cost
6,072
5,163
909
17.6
Bank owned life insurance
144,865
105,974
38,891
36.7
Accrued interest receivable
24,278
19,280
4,998
25.9
Prepaid expenses and other assets
293,429
273,925
19,504
7.1
Other intangible assets, net
50,226
1,979
48,247
2,437.9
Goodwill
279,029
240,939
38,090
15.8
Total assets
$
8,498,404
$
6,967,350
$
1,531,054
22.0
%
Liabilities and Stockholders' Equity
Total deposits
$
7,248,537
$
5,920,199
$
1,328,338
22.4
%
Borrowings
20,000
20,000
—
—
Junior subordinated debentures
22,424
22,350
74
0.3
Accrued expenses and other liabilities
91,752
83,297
8,455
10.2
Total liabilities
7,382,713
6,045,846
1,336,867
22.1
Common stock
716,432
531,100
185,332
34.9
Retained earnings
432,255
421,619
10,636
2.5
Accumulated other comprehensive loss, net
(32,996)
(31,215)
(1,781)
(5.7)
Total stockholders' equity
1,115,691
921,504
194,187
21.1
Total liabilities and stockholders' equity
$
8,498,404
$
6,967,350
$
1,531,054
22.0
%
Total assets increased during the three months ended March 31, 2026 primarily as a result of the Merger. Assets acquired, including goodwill, totaled $1.59 billion at the Merger closing date of January 31, 2026. Total liabilities and stockholders' equity increased primarily as a result of the Merger. Total deposits acquired were $1.39 billion, and total common stock issued in the Merger was $185.0 million.
Our investment policy is established by the Board and monitored by the Risk Committee of the Board. It is designed primarily to provide and maintain liquidity, generate a favorable return on investments without incurring undue interest rate and credit risk, and complement the Company's lending activities. The policy permits investment in various types of liquid assets permissible under applicable regulations. Purchase of investments in sub-investment grade bonds is not permitted under the policy.
The following table provides information regarding our investment securities at the dates indicated:
March 31, 2026
December 31, 2025
Change
Balance
% of Total
Balance
% of Total
$
%
(Dollars in thousands)
Investment securities available for sale, at fair value:
U.S. government and agency securities
$
11,861
0.7
%
$
11,702
0.9
%
$
159
1.4
%
Municipal securities
63,972
3.8
51,423
4.0
12,549
24.4
Residential CMO and MBS(1)
497,228
29.8
275,268
21.5
221,960
80.6
Commercial CMO and MBS(1)
396,816
23.7
252,164
19.7
144,652
57.4
Corporate obligations
11,580
0.7
10,532
0.8
1,048
10.0
Other asset-backed securities
19,691
1.2
6,433
0.5
13,258
206.1
Total
$
1,001,148
59.9
%
$
607,522
47.4
%
$
393,626
64.8
%
Investment securities held to maturity, at amortized cost:
U.S. government and agency securities
$
151,341
9.1
%
$
151,319
11.8
%
$
22
—
%
Residential CMO and MBS(1)
213,096
12.8
217,707
17.0
(4,611)
(2.1)
Commercial CMO and MBS(1)
303,826
18.2
305,081
23.8
(1,255)
(0.4)
Total
$
668,263
40.1
%
$
674,107
52.6
%
$
(5,844)
(0.9)
%
Total investment securities
$
1,669,411
100.0
%
$
1,281,629
100.0
%
$
387,782
30.3
%
(1) U.S. government agency and government-sponsored enterprise CMO and MBS obligations.
Total investment securities increased $387.8 million, or 30.3%, to $1.67 billion at March 31, 2026 from $1.28 billion at December 31, 2025. The increase was primarily due to the Merger with acquired investment securities balances of $312.0 million. The Company repositioned a portion of the acquired portfolio during the three months ended March 31, 2026, with sales of $193.5 million and purchases of $315.9 million. No gains or losses were recognized on the investment sales due to the repositioning occurring immediately after close of the Merger. Purchases exceeded sales in the repositioning due to the investment of excess cash acquired in the Merger, which was a result of the sale of investment securities by Olympic during the month preceding the Merger. Investment maturities and repayments totaled $44.5 million during the three months ended March 31, 2026.
Loan Portfolio
Changes by loan type
The Company originates a wide variety of loans with a focus on commercial business loans. In addition to originating loans, the Company may also acquire loans through pool purchases, participation purchases and syndicated loan purchases.
The following table provides information about our loan portfolio by type of loan at the dates indicated:
Total real estate construction and land development
411,902
7.2
343,325
7.2
68,577
20.0
Consumer
209,493
3.7
170,434
3.6
39,059
22.9
Total
$
5,722,238
100.0
%
$
4,783,266
100.0
%
$
938,972
19.6
%
Loans receivable increased $939.0 million, or 19.6%, to $5.72 billion at March 31, 2026, from $4.78 billion at December 31, 2025 due primarily to loans acquired in the Merger. New loans funded during the three months ended March 31, 2026 were $97.0 million, which was in line with new loans funded during the same period in 2025 of $95.8 million. Loan prepayments were $72.5 million and loan payoffs were $46.5 million during the three months ended March 31, 2026.
The following table summarizes the composition of acquired loans at the Merger closing date of January 31, 2026:
January 31, 2026
Balance
% of Total
Merger - Loan Composition
(Dollars in thousands)
Commercial business:
Commercial and industrial
$
251,819
26.4
%
Owner-occupied CRE
172,141
18.0
%
Non-owner occupied CRE
414,899
43.5
%
Total commercial business
838,859
87.9
%
Residential real estate
11,703
1.2
%
Real estate construction and land development:
Residential
26,765
2.8
%
Commercial and multifamily
35,894
3.8
%
Total real estate construction and land development
62,659
6.6
%
Consumer
41,079
4.3
%
Loans receivable
954,300
100.0
%
The following table provides information about owner occupied CRE and non-owner occupied CRE loans by collateral type at the dates indicated:
March 31, 2026
December 31, 2025
Change
Amortized Cost
% of CRE Loans
Amortized Cost
% of CRE Loans
$
%
(Dollars in thousands)
Owner occupied and non-owner occupied CRE loans by collateral type:
Office loans represented the largest segment of owner-occupied and non-owner occupied CRE loans, totaling $675.7 million, or 18.4% of total CRE loans, at March 31, 2026. Of this total, $311.6 million, or 46.1%, were owner-occupied CRE loans. Owner-occupied CRE loans have a lower risk profile than non-owner occupied CRE loans, as there is less tenant rollover risk and they generally include guarantees from the company occupying the space as well as the owners of the company.
Loans classified as nonaccrual and nonperforming assets
The following table provides information about our nonaccrual loans and nonperforming assets at the dates indicated:
March 31, 2026
December 31, 2025
Change
$
%
(Dollars in thousands)
Nonaccrual loans:(1)
Commercial business
$
7,454
$
6,886
$
568
8.2
%
Residential real estate
583
1,196
(613)
(51.3)
Real estate construction and land development
6,514
12,408
(5,894)
(47.5)
Consumer
407
486
(79)
(16.3)
Total nonaccrual loans
14,958
20,976
(6,018)
(28.7)
Accruing loans past due 90 days or more
$
67
$
194
$
(127)
(65.5)
%
Total nonperforming loans
15,025
21,170
(6,145)
(29.0)
Other real estate owned
755
—
755
100.0
Total nonperforming assets
$
15,780
$
21,170
$
(5,390)
(25.5)
%
Credit quality ratios:
Nonaccrual loans to loans receivable
0.26
%
0.44
%
(0.18)
(40.9)
Nonperforming loans to loans receivable
0.26
0.44
(0.18)
(40.9)
Nonperforming assets to total assets
0.19
0.30
(0.11)
(36.7)
(1) At March 31, 2026 and December 31, 2025, $4.2 million and $2.4 million, respectively, of nonaccrual loans, were guaranteed by government agencies.
The following table provides the changes in nonaccrual loans during the three months ended March 31, 2026:
(Dollars in thousands)
Balance, beginning of period
$
20,976
Additions
3,388
Net principal payments, and sales
(261)
Payoffs
(7,800)
Charge-offs
(463)
Transfer to OREO
(741)
Return to accrual
(141)
Balance, end of period
$
14,958
Nonaccrual loans decreased $6.0 million to $15.0 million at March 31, 2026, compared to $21.0 million at December 31, 2025. Payoffs during the three months ended March 31, 2026 consisted of three loans totaling $7.8 million, including one $5.8 million residential construction loan and one $1.5 million CRE non-owner occupied loan. These payoffs were partially offset by the migration $3.4 million in loans to nonaccrual status including three commercial and industrial loans totaling $2.6 million. Olympic did not have any nonaccrual loans as of the acquisition date of January 31, 2026.
Accruing loans past due 90 days or more included one $67,000 consumer loan that is well secured and in the process of collection.
The following table provides information regarding our ACL on loans for the periods indicated:
At or For the Three Months Ended March 31,
2026
2025
Change
(Dollars in thousands)
ACL on loans at the end of period
$
60,551
$
52,160
$
8,391
Credit quality ratios:
ACL on loans to loans receivable
1.06
%
1.09
%
(0.03)
%
ACL on loans to nonaccrual loans
404.81
1,175.30
(770.49)
Net charge-offs (recoveries)
$
552
$
299
$
253
Average balance of loans receivable during the period
5,412,943
4,793,917
619,026
Net charge-offs (recoveries) on loans to average loans receivable annualized
0.04
%
0.03
%
0.01
%
The ACL on loans as a percentage of loans receivable was 1.06% at March 31, 2026 compared to 1.10% at December 31, 2025. The ACL on loans increased $8.0 million, or 15.2%, to $60.6 million at March 31, 2026, compared to $52.6 million at December 31, 2025 due primarily to the initial ACL recorded on the loans acquired in the Merger of $9.3 million.
The ACL on loans as a percentage of loans receivable decreased 3 basis points to 1.06% at March 31, 2026 from 1.09% at March 31, 2025, due primarily to a lower weighted average life of acquired loans which decreased the calculated reserves for these loans.
The following table presents the ACL on loans by loan portfolio segment at the dates indicated:
March 31, 2026
December 31, 2025
ACL on Loans
ACL as a % of Loans in Loan Category
% of Loans in Loan Category to Total Loans
ACL on Loans
ACL as a % of Loans in Loan Category
% of Loans in Loan Category to Total Loans
(Dollars in thousands)
Commercial business
$
46,361
0.98
%
82.8
%
$
39,412
1.01
%
81.7
%
Residential real estate
3,489
0.97
6.3
3,708
1.03
7.5
Real estate construction and land development
8,381
2.03
7.2
7,624
2.22
7.2
Consumer
2,320
1.11
3.7
1,840
1.08
3.6
Total ACL on loans
$
60,551
1.06
%
100.0
%
$
52,584
1.10
%
100.0
%
Deposits
The following table summarizes the Company's deposits at the dates indicated:
March 31, 2026
December 31, 2025
Change
Balance
% of Total Deposits
Balance
% of Total Deposits
$
%
(Dollars in thousands)
Noninterest demand deposits
$
2,066,383
28.5
%
$
1,597,650
27.0
%
$
468,733
29.3
%
Interest bearing demand deposits
1,860,679
25.7
1,627,259
27.5
233,420
14.3
Money market accounts
1,588,678
21.9
1,334,904
22.5
253,774
19.0
Savings accounts
606,119
8.4
422,523
7.1
183,596
43.5
Total non-maturity deposits
6,121,859
84.5
4,982,336
84.1
1,139,523
22.9
Certificates of deposit
1,126,678
15.5
937,863
15.9
188,815
20.1
Total deposits
$
7,248,537
100.0
%
$
5,920,199
100.0
%
$
1,328,338
22.4
%
Total deposits increased $1.33 billion, or 22.4%, to $7.25 billion at March 31, 2026, from $5.92 billion at December 31, 2025 due primarily to deposits acquired in the Merger.
The following table summarizes the composition of acquired deposits at the Merger date of January 31, 2026:
January 31, 2026
Balance
% of Total
Merger - Deposit Composition
(Dollars in thousands)
Noninterest demand deposits
$
410,394
29.6
%
Interest bearing demand deposits
336,742
24.2
%
Money market accounts
217,685
15.7
%
Savings accounts
175,032
12.6
%
Total non-maturity deposits
1,139,853
82.1
%
Certificates of deposit
249,143
17.9
%
Total deposits
$
1,388,996
100.0
%
Borrowings
At March 31, 2026, the Bank maintained a credit facility with the FHLB with available borrowing capacity of $1.49 billion. The FHLB functions as a member-owned cooperative providing credit for member financial institutions. Advances are made pursuant to several different programs. Each credit program has its own interest rate and range of maturities. Limitations on the amount of advances are based on a percentage of the Bank's assets or on the FHLB’s assessment of the institution’s creditworthiness. The Bank had $20.0 million in FHLB advances outstanding at both March 31, 2026, and December 31, 2025. Advances from the FHLB may be collateralized by FHLB stock owned by the Bank, deposits at the FHLB, certain commercial and residential real estate loans, investment securities or other assets. All FHLB advances at March 31, 2026 were short-term and mature in less than one year.
The Bank maintains a credit facility with the FRB through the Discount Window with available borrowing capacity of $341.4 million at March 31, 2026. The Bank had no FRB borrowings outstanding at March 31, 2026 or December 31, 2025.
The Company assumed trust preferred securities and the related junior subordinated debentures as part of a prior acquisition. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital. The junior subordinated debentures outstanding were $22.4 million as of March 31, 2026 and December 31, 2025, net of unaccreted discount.
The Bank maintains available unsecured federal funds lines with four correspondent banks totaling $145.0 million, with no outstanding borrowings at March 31, 2026 or December 31, 2025.
Stockholders' Equity
Total stockholders' equity increased $194.2 million, or 21.1%, to $1,115.7 million at March 31, 2026, compared to $921.5 million at December 31, 2025 due primarily to stock issued as consideration in the Merger. The Company’s stockholders' equity to assets ratio was 13.1% at March 31, 2026, compared to 13.2% at December 31, 2025.
The following table summarizes changes in stockholders' equity for the Company for the period indicated:
Three Months Ended March 31, 2026
(In thousands)
Balance, beginning of period
$
921,504
Common stock issued in Merger
184,996
Net income
18,947
Cash dividends declared on common stock
(8,311)
Accumulated other comprehensive loss
(1,781)
Other
336
Balance, end of period
$
1,115,691
The Company has historically paid cash dividends to its common shareholders. Payments of future cash dividends, if any, will be at the discretion of our Board after taking into account various factors, including our business, operating results and financial condition, capital requirements, current and anticipated cash needs, plans for expansion, any legal or contractual limitation on our ability to pay dividends and other relevant factors. Dividends on common stock from the Company depend substantially upon the receipt of dividends from the Bank, which is the Company’s predominant source of income. On April 22, 2026, the Board declared a regular quarterly dividend of $0.24 per common share payable on May 20, 2026 to shareholders of record on May 6, 2026.
On April 24, 2024, the Board authorized the Repurchase Program. The Company is not obligated to repurchase any shares of its common stock, and other than repurchases that have been completed to date, there is no assurance that the Company will do so. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the Program’s expiration, without any prior notice.
Regulatory Requirements
The Company is a bank holding company under the supervision of the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. The Bank is a federally insured institution and thereby is subject to the capital requirements established by the FDIC. The Federal Reserve capital requirements generally parallel the FDIC requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect in the unaudited Condensed Consolidated Financial Statements and operations. Additionally, the Company and the Bank are required to maintain a capital conservation buffer of common equity Tier 1 capital above 2.5% to avoid restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. Management believes that, as of March 31, 2026, the Company and the Bank met all capital adequacy requirements to which they are subject.
As of March 31, 2026 and December 31, 2025, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's categories.
The following table summarizes the Company's (consolidated) and the Bank's actual capital ratios compared to the regulatory "adequately capitalized" capital ratios and the regulatory minimum capital ratios needed to qualify as a "well capitalized" institution, as calculated under regulatory guideline at the dates presented:
Actual
Adequately Capitalized
Well-Capitalized(1)
(Dollars in thousands)
March 31, 2026
Total capital ratio
Company
$
903,874
13.5
%
$
537,347
8.0
%
$
671,684
10.0
%
Bank
888,320
13.2
536,896
8.0
671,121
10.0
Tier 1 capital ratio
Company
842,177
12.5
403,010
6.0
537,347
8.0
Bank
826,623
12.3
402,672
6.0
536,896
8.0
Common equity Tier 1 capital ratio
Company
819,753
12.2
302,258
4.5
436,595
6.5
Bank
826,623
12.3
302,004
4.5
436,228
6.5
Leverage ratio
Company
842,177
10.3
327,691
4.0
409,614
5.0
Bank
826,623
10.1
327,480
4.0
409,350
5.0
December 31, 2025
Total capital ratio
Company
$
786,057
14.1
%
$
446,102
8.0
%
$
557,628
10.0
%
Bank
775,354
13.9
445,750
8.0
557,187
10.0
Tier 1 capital ratio
Company
732,473
13.1
334,577
6.0
446,102
8.0
Bank
721,770
13.0
334,312
6.0
445,750
8.0
Common equity Tier 1 capital ratio
Company
710,123
12.7
250,933
4.5
362,458
6.5
Bank
721,770
13.0
205,734
4.5
362,172
6.5
Leverage ratio
Company
732,473
10.8
270,061
4.0
337,576
5.0
Bank
721,770
10.7
269,879
4.0
337,348
5.0
(1) The ratios to meet the requirements to be deemed “well-capitalized” under prompt corrective action regulations are only applicable to the Bank. However, the Company manages its capital position as if the requirements apply to the consolidated Company and has presented the ratios as if they also applied on a consolidated basis.
We maintain sufficient cash and cash equivalents and investment securities to meet short-term liquidity needs and actively monitor our long-term liquidity position to ensure the availability of capital resources for contractual obligations, strategic loan growth objectives and to fund operations. Our funding strategy has been to focus on acquiring non-maturity deposits from our retail accounts, and noninterest bearing demand deposits from our commercial customers and to use our borrowing availability to fund growth in assets. Our liquidity policy permits the purchase of brokered deposits in an amount not to exceed 15% of the Company's total deposits as a secondary source for funding.
The Company’s total uninsured deposits, which are the amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were approximately $2.83 billion, or 39.1% of total deposits, at March 31, 2026 and $2.43 billion, or 41.1% of total deposits, at December 31, 2025. These amounts were estimated based on the same methodologies and assumptions used for regulatory reporting purposes. At March 31, 2026, we had $48.5 million in brokered deposits, or 0.67% of total deposits, compared to $77.5 million, or 1.31% of total deposits, at December 31, 2025. Borrowings may be used on a short-term basis to compensate for reductions in other sources of funds (such as deposit inflows at less than projected levels). Borrowings may also be used on a longer-term basis to support expanded lending activities and match the maturity of repricing intervals of assets. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by the level of interest rates, economic conditions and competition so we adhere to internal management targets assigned to the loan to deposit ratio, liquidity ratio, net short-term non-core funding ratio and non-core liabilities to total assets ratio to ensure an appropriate liquidity position. The Company regularly monitors liquidity, models liquidity stress scenarios to ensure that adequate liquidity is available, and has contingency funding plans in place, which are reviewed and tested on a regular, recurring basis.
The following table summarizes the Company's available liquidity as of the dates indicated:
March 31, 2026
December 31, 2025
(Dollars in thousands)
On-balance sheet liquidity
Cash and cash equivalents
$
268,143
$
233,089
Unencumbered investment securities available for sale(1)
978,332
606,968
Total on-balance sheet liquidity
$
1,246,475
$
840,057
Off-balance sheet liquidity
FRB borrowing availability
$
341,449
$
346,307
FHLB borrowing availability(2)
1,469,277
1,285,640
Fed funds line borrowing availability with correspondent banks
145,000
145,000
Total off-balance sheet liquidity
$
1,955,726
$
1,776,947
Total available liquidity
$
3,202,201
$
2,617,004
(1) Investment securities available for sale at fair value.
(2) Includes FHLB borrowing availability of $1.49 billion at March 31, 2026 based on pledged assets; however, maximum credit capacity is 45% of the Bank's total assets one quarter in arrears, or $3.13 billion.
Management believes the capital sources are adequate to meet all reasonably foreseeable short-term and long-term cash requirements and there has not been a material change in our capital resources since the information disclosed in our 2025 Annual Form 10-K. We are not aware of any reasonably likely material changes in the mix and relative cost of such resources.
Critical Accounting Estimates
Our critical accounting estimates are described in detail in the "Critical Accounting Estimates" section within Item 7 of our 2025 Annual Form 10-K. The SEC defines "critical accounting estimates" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. The Company's critical accounting estimates include estimates of the ACL on loans and goodwill.
As a result of the recent acquisition of Olympic, the Company identified a new critical accounting estimate related to the fair value measurement of assets acquired and liabilities assumed. Management believes the estimates and assumptions used in determining these fair values, particularly for loans, intangible assets, and goodwill, are significant to understanding the Company's financial condition and results of operations. These estimates require complex and subjective judgments, and accordingly, management considers them to be critical accounting estimates.
Non-GAAP Financial Measures and Reconciliations
This document contains certain financial measures not presented in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") in addition to financial measures presented in accordance with GAAP. The Company has presented these non-GAAP financial measures in this document because it believes that they provide useful and comparative information to assess trends in the Company’s capital, performance and asset quality reflected in the current quarter and comparable period
results and to facilitate comparison of its performance with the performance of its peers. These non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for financial measures presented in accordance with GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of the non-GAAP financial measures used in this document to the comparable GAAP financial measures are presented below.
The Company believes presenting loan yield and net interest margin excluding the effect of discount accretion on purchased loans is useful in assessing the impact of acquisition accounting on loan yield as the effect of loan discount accretion is expected to decrease as the acquired loans mature or roll off our balance sheet.
The following table presents the calculations of our non-GAAP financial measures as of the dates indicated:
Three Months Ended
March 31, 2026
March 31, 2025
(Dollar amounts in thousands)
Loan yield, excluding incremental accretion on purchased loans, annualized:
Interest and fees on loans (GAAP)
$
76,445
$
64,436
Exclude incremental accretion on purchased loans
1,623
153
Adjusted interest and fees on loans (non-GAAP)
$
74,822
$
64,283
Average loans receivable, net (GAAP)
$
5,412,943
$
4,793,917
Loan yield, annualized (GAAP)
5.73
%
5.45
%
Loan yield, excluding incremental accretion on purchased loans, annualized (non-GAAP)
5.61
%
5.44
%
Net Interest Margin, excluding incremental accretion on purchased loans, annualized:
Net interest income before provision (GAAP)
$
69,219
$
53,690
Exclude incremental accretion on purchased loans
1,623
153
Adjusted net interest income before provision (non-GAAP)
$
67,596
$
53,537
Average Interest earning assets (GAAP)
$
7,087,671
$
6,333,697
Net interest margin (GAAP)
3.96
%
3.44
%
Net interest margin, excluding incremental accretion on purchased loans (non-GAAP)
3.87
%
3.43
%
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Like other financial institutions, the Company is subject to direct and indirect market risk. Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur direct market risk in the normal course of business through our exposure to market interest rates, equity prices and credit spreads. Our primary market risk is interest rate risk, which is the risk of loss of net interest income or net interest margin resulting from changes in market interest rates. Interest rate risk results primarily from the traditional banking activities in which the Company engages, such as gathering deposits and extending loans. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences, affect the difference between the interest earned on our assets and the interest paid on our liabilities.
Our Asset/Liability Management Committee is responsible for developing, monitoring and reviewing asset/liability processes, interest rate risk exposures, strategies and tactics and reporting to the Risk and Technology Committee of the Board. It is the responsibility of the Board to establish policies and interest rate limits and to approve these policies and interest rate limits annually. It is the responsibility of management to execute the approved policies, develop and implement risk management strategies and to report to the Board on a regular basis. We maintain an asset/liability management policy that provides guidelines for controlling exposure to interest rate risk. The policy guidelines direct management to assess the impact of changes in interest rates upon both earnings and capital. These guidelines establish limits for interest rate risk sensitivity.
Net interest income simulation
We use an income simulation model as the primary tool to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Modeling the sensitivity of net interest income is highly dependent on numerous assumptions incorporated into the modeling process. Key assumptions in the model include prepayment speeds on loans and investment securities, repricing betas on non-maturity deposits, and repricing on investment securities, loans, and borrowings. In order to measure the interest rate risk sensitivity as of March 31, 2026, this simulation model uses a “static balance sheet” assumption, meaning the size and mix of the balance sheet remains the same as maturing cash flows from assets and liabilities
are reinvested into the same categories at the current level of interest rates. The simulation also assumes an instantaneous and sustained uniform change in market interest rates at all maturities.
The following table summarizes the estimated effect on net interest income over a 12 month period measured against a flat rate (no interest rate change) scenario for the dates indicated:
March 31, 2026
December 31, 2025
$ Change in Net Interest Income
% Change in Net Interest Income
$ Change in Net Interest Income
% Change in Net Interest Income
Change in Interest Rates (Basis Points)
(Dollars in thousands)
+200(shock)
6,638
2.2
4,586
1.9
+100(shock)
4,745
1.6
3,399
1.4
+0(flat)
—
—
—
—
-100(shock)
(3,941)
(1.3)
(2,442)
(1.0)
-200(shock)
(11,208)
(3.7)
(7,769)
(3.3)
The Company’s balance sheet sensitivity to changes in market rates shows a slight increase in asset sensitivity at March 31, 2026 compared to December 31, 2025. This is due primarily to balance sheet changes resulting from the Merger. For each of the interest rate scenarios modeled and measured by management as presented in the preceding table, results at March 31, 2026 were well within established risk tolerances as established by policy.
The simulation results noted above do not incorporate any management actions that might moderate the negative consequences of interest rate deviations. In addition, the simulation results noted above contain various assumptions such as a static balance sheet, and the rate that deposit interest rates change as market interest rates change. Therefore, these simulation results do not likely reflect actual results, but continue to serve as estimates of interest rate risk.
As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the preceding table. For example, although certain of the Company’s assets and liabilities may have similar maturities or repricing time frames, they may react in different degrees to changes in market interest rates. In addition, the interest rates on certain of the Company’s asset and liability categories may precede, or lag behind, changes in market interest rates. Also, the actual rates of prepayments on loans and investments could vary significantly from the assumptions utilized in deriving the results as presented in the preceding table. Further, a change in Treasury rates accompanied by a change in the shape of the treasury yield curve could result in different estimations from those presented herein. Accordingly, the results in the preceding table should not be relied upon as indicative of actual results in the event of changing market interest rates.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management has evaluated, with the participation and under the supervision of our Chief Executive Officer (the Company’s principal executive officer) and Chief Financial Officer (the Company’s principal financial officer), the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that that information required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As permitted by SEC rules, the Company excluded from its assessment the internal control over financial reporting of Olympic, which was acquired on January 31, 2026.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party, and no property of these entities is subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to the Bank’s business. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in Item 1A of the Company’s 2025 Annual Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Repurchase Programs
The following table provides information about repurchases of common stock by the Company during the three months ended March 31, 2026:
Period
Total Number
of Shares
Purchased(1)
Average Price
Paid Per
Share(1)
Total number of Shares Purchased as part of Publicly Announced Plans or Programs
Maximum Number of Shares that may be Purchased at Period End Under the Program
January 1, 2026—January 31, 2026
—
$
—
—
796,832
February 1, 2026— February 28, 2026
—
—
—
796,832
March 1, 2026—March 31, 2026
38,560
24.89
—
796,832
Total
38,560
$
24.89
(1)All of the common shares repurchased by the Company between January 1, 2026 and March 31, 2026represented the cancellation of stock to pay withholding taxes on vested restricted stock units and were not repurchased pursuant to the publicly announced stock repurchase program.
On April 24, 2024, the Board approved a plan to repurchase of up to 5% of the Company's outstanding common shares or approximately 1,734,492 shares. The April 2024 repurchase program superseded a previous stock repurchase program, authorized in March 2020.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
** Indicates management contract or compensatory plan or arrangement.
(1) Filed herewith.
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.
HERITAGE FINANCIAL CORPORATION
Date:
May 8, 2026
/S/ BRYAN D. MCDONALD
Bryan D. McDonald
President and Chief Executive Officer
(Principal Executive Officer)
Date:
May 8, 2026
/S/ DONALD J. HINSON
Donald J. Hinson
Executive Vice President and Chief Financial Officer