QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to ___________
Commission File Number 0-20402
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Tennessee
62-1497076
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
623 West Main Street
Lebanon
TN
37087
(Address of principal executive offices)
(Zip Code)
(615) 444-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A
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, a 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. ☐
Issuance of common stock related to exercise of stock options
118
82
Forfeiture of restricted stock units
3
—
Repurchase of common stock
(57
)
—
Cash dividends paid on common stock
(5,592
)
(3,436
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
62,626
184,155
NET CHANGE IN CASH AND CASH EQUIVALENTS
(122,194
)
(2,276
)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
367,353
247,589
CASH AND CASH EQUIVALENTS - END OF PERIOD
$
245,159
$
245,313
Six Months Ended June 30,
2026
2025
(In Thousands)
Supplemental disclosure of cash flow information:
Cash paid during the period for
Interest
$
65,235
$
63,780
Taxes
Federal
11,233
N/A
State
3,349
N/A
Total taxes (1)
$
14,582
$
11,350
Non-cash investing and financing activities:
Change in fair value of securities available-for-sale, net of taxes of $2,486 and $(6,629) for the six months ended June 30, 2026 and 2025, respectively
$
(7,028
)
$
18,737
Non-cash transfers from loans to other real estate
$
365
$
—
Non-cash transfers from loans to other assets
$
12
$
54
(1) Disclosure of federal and state tax is required for 2026 as a result of adoption of ASU 2023-09 on January 1, 2025, on a prospective basis.
Six Months Ended June 30,
2026
2025
(In Thousands)
Cash and cash equivalents summary:
Interest bearing deposits
$
210,170
$
208,677
Federal funds sold
4,707
9,878
Cash and due from banks
30,282
26,758
Cash and cash equivalents - end of period
$
245,159
$
245,313
See accompanying notes to consolidated financial statements (unaudited)
Note 1. Summary of Significant Accounting Policies
Nature of Business — Wilson Bank Holding Company (the “Company”) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Wilson Bank & Trust (the “Bank”). The Bank is a commercial bank headquartered in Lebanon, Tennessee. The Bank provides a full range of banking services in its primary market areas of Wilson, Davidson, Rutherford, Trousdale, Sumner, DeKalb, Putnam, Smith, Hamilton, and Williamson Counties, Tennessee. The Bank was previously invested in Encompass Home Lending LLC ("Encompass"), a joint venture of which the Bank owned 51% of the outstanding membership interests. Effective June 1, 2025, the Bank sold its 51% membership interest in Encompass to Encompass Home Lending Investors, LLC, which owned 49% of the outstanding membership interests in Encompass prior to the sale. During the period that the Bank owned its interest in Encompass, Encompass offered residential mortgage banking services to customers of certain home builders in the Bank's markets as well as other mortgage customers.
Basis of Presentation — The accompanying unaudited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated audited financial statements and related notes appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Form 10-K").
These unaudited consolidated financial statements include the accounts of the Company, the Bank, and through the period of the Company's investment, Encompass. Significant intercompany transactions and accounts are eliminated in consolidation.
Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for credit losses, the valuation of deferred tax assets, the determination of any impairment of goodwill or other intangibles, the valuation of other real estate (if any), and the fair value of financial instruments. These financial statements should be read in conjunction with the 2025 Form 10-K. There have been no significant changes to the Company’s significant accounting policies as disclosed in the 2025 Form 10-K.
Reclassifications —Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported earnings, comprehensive earnings, shareholders’ equity, or cash flows. The reclassifications were made to improve comparability between periods.
Newly Issued Not Yet Effective Accounting Standards
Information about certain recently issued accounting standards updates is presented below. Also refer to Note 1 - Accounting Standards Updates in the 2025 Form 10-K for additional information related to previously issued accounting standards updates.
Accounting Standards Update ("ASU") 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). In November 2024, the Financial Accounting Standards Board ("FASB") issued this pronouncement which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance (as further clarified through ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)) is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024-03 and its impact on its consolidated financial statements and accompanying notes.
ASU 2025-08, "Financial Instruments – Credit Losses (Topic 326): Purchased Loans". In November 2025, the FASB issued this pronouncement to update ASC 326: Financial Instruments – Credit Losses to address concerns regarding complexity and lack of comparability in the accounting for purchased loans under the current credit loss standard (Topic 326). This ASU removes the previous distinction in accounting between purchased credit-deteriorated (“PCD”) assets and non-PCD assets by applying the gross-up accounting method, formerly used only for PCD assets, to most acquired loans. These loans will now be designated as purchased seasoned loans (“PSLs”). This change eliminates the Day-1 credit loss expense on PSLs by recognizing expected credit losses at acquisition without
immediate impact to earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years and is to be applied prospectively, with early adoption permitted. The Company is assessing ASU 2025-08, including the potential effect on the accounting for loans acquired in future acquisitions.
ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements". In November 2025, the FASB issued this pronouncement which updates the hedge accounting guidance to improve alignment between hedge accounting and an entity’s risk management activities and to clarify and simplify the application of certain hedge accounting requirements. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods, with early adoption permitted. The Company is assessing ASU 2025-09 and its impact on its consolidated financial statements and accompanying notes.
Recently Adopted Accounting Standards
There were no recently issued accounting pronouncements that are expected to materially impact the Company.
Note 2. Loans and Allowance for Credit Losses
Loans — Loans are reported at their outstanding principal balances adjusted for unearned income, deferred fees net of related costs on originated loans, and the allowance for credit losses. Interest income on loans is accrued based on the principal balance outstanding. Loan origination fees, net of certain loan origination costs, are deferred and recognized as an adjustment to the related loan yield using a method which approximates the interest method.
For financial reporting purposes, the Company classifies its loan portfolio based on the underlying collateral utilized to secure each loan. This classification is consistent with that utilized in the Quarterly Report of Condition and Income filed by the Bank with the Federal Deposit Insurance Corporation (“FDIC”).
The following schedule details the loans of the Company at June 30, 2026 and December 31, 2025:
Risk characteristics relevant to each portfolio segment are as follows:
Construction, land development and farmland: Loans for non-owner-occupied real estate construction or land development are generally repaid through cash flow related to the operation, sale or refinance of the property. The Company also finances construction loans for owner-occupied properties. A portion of the Company’s construction and land portfolio segment is comprised of loans secured by residential product types (residential land and single-family construction). Construction and land development loans are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption and lease rates, market sales activity, and financial analysis of the developers and property owners. Construction loans generally rely on estimates of project costs and the anticipated value of the completed project, while the Company strives to ensure the accuracy of these estimates, it is possible for these estimates to be inaccurate. Construction loans often involve the disbursement of substantial funds with repayments substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, the value of the completed project, general economic conditions and the availability of long-term financing. Farmland loans are secured by agricultural real estate and are made to finance the acquisition, improvement, or refinancing of farmland used for crop production, livestock operations, or other agricultural purposes. Repayment is primarily dependent on cash flows generated from agricultural operations and secondarily on the value of the underlying collateral. Borrower cash flows may be affected by commodity prices, weather conditions, input costs, and agricultural policies. These loans are underwritten based on borrower financial strength, management experience, and collateral value supported by independent appraisals. Farmland loans are monitored through ongoing financial analysis and periodic collateral reviews.
Residential 1-4 family real estate: Residential real estate loans represent loans to consumers or investors to finance a residence. These loans are typically financed on 15 to 30 year amortization terms, but generally with shorter maturities of 5 to 15 years. Many of these loans are extended to borrowers to finance their primary or secondary residence. Loans to an investor secured by a 1-4 family residence will be repaid from either the rental income from the property or from the sale of the property. This loan segment also includes closed-end home equity loans that are secured by a first or second mortgage on the borrower’s residence. This allows customers to borrow against the equity in their home. Loans in this portfolio segment are underwritten and approved based on a number of credit quality criteria including limits on maximum Loan-to-Value ("LTV") ratios, minimum credit scores, and maximum debt to income ratios. Real estate market values as of the time the loan is made directly affect the amount of credit extended and, in addition, changes in these residential property values impact the depth of potential losses in this portfolio segment.
1-4 family equity lines of credit: This loan segment includes open-end home equity loans that are secured by a first or second mortgage on the borrower’s residence. This allows customers to borrow against the equity in their home utilizing a revolving line of credit. These loans are underwritten and approved based on a number of credit quality criteria including limits on maximum LTV ratios, minimum credit scores, and maximum debt to income ratios. Real estate market values as of the time the loan is made directly affect the amount of credit extended and, in addition, changes in these residential property values impact the depth of potential losses in this portfolio segment. Because of the revolving nature of these loans, as well as the fact that many represent second mortgages, this portfolio segment can contain more risk than the amortizing 1-4 family residential real estate loans.
Commercial and multi-family real estate: Multi-family and commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.
Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting the market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied commercial real estate loans. Non-owner occupied commercial real estate loans are loans secured by multifamily and commercial properties where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. These loans are made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail properties. Owner-occupied commercial real estate loans are loans where the primary source of repayment is the cash flow from the ongoing operations and business activities conducted by the party, or affiliate of the party, who owns the property.
Commercial, industrial, and agricultural: The commercial, industrial, and agricultural loan portfolio segment includes commercial, industrial, and agricultural loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases or other expansion projects. Collection risk in this portfolio is driven by the creditworthiness of underlying borrowers, particularly cash flow from customers’ business operations. Commercial, industrial, and agricultural loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower, if any. The cash flows of borrowers, however, may not be as expected and any collateral securing these loans may fluctuate in value. Most commercial, industrial, and agricultural loans are secured by the assets being financed or other business assets such as accounts
receivable, inventory, crops, or livestock and usually incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Consumer and other: The consumer loan portfolio segment includes non-real estate secured direct loans to consumers for household, family, and other personal expenditures. Consumer loans may be secured or unsecured and are usually structured with short or medium term maturities. These loans are underwritten and approved based on a number of consumer credit quality criteria including limits on maximum LTV ratios on secured consumer loans, minimum credit scores, and maximum debt to income ratios. Many traditional forms of consumer installment credit have standard monthly payments and fixed repayment schedules of one to five years. These loans are made with either fixed or variable interest rates that are based on specific indices. Installment loans fill a variety of needs, such as financing the purchase of an automobile, a boat, a recreational vehicle or other large personal items, or for consolidating debt. These loans may be unsecured or secured by an assignment of title, as in an automobile loan, or by money in a bank account. In addition to consumer installment loans, this portfolio segment also includes secured and unsecured personal lines of credit as well as overdraft protection lines. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.
Allowance For Credit Losses ("ACL") - Loans. The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with Accounting Standards Codification ("ASC") Topic 326 ("ASC 326") Financial Instruments-Credit Losses, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information from internal and external sources relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The ACL is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
The Company’s discounted cash flow methodology incorporates a probability of default and loss given default model, as well as expectations of future economic conditions, using reasonable and supportable forecasts. Together, the probability of default and loss given default model with the use of reasonable and supportable forecasts generate estimates for cash flows expected and not expected to be collected over the estimated life of a loan. Estimates of future expected cash flows ultimately reflect assumptions made concerning net credit losses over the life of a loan. The use of reasonable and supportable forecasts requires significant judgment. Management leverages economic projections from reputable and independent third parties to inform and provide its reasonable and supportable economic forecasts. The Company’s model reverts to a straight line basis for purposes of estimating cash flows beyond a period deemed reasonable and supportable. The Company forecasts probability of default and loss given default based on economic forecast scenarios over a six quarter time period before reverting to a straight line basis based on absolute historical quarterly changes in the economic variables utilized. The duration of the forecast horizon, the period over which forecasts revert to a straight line basis, the economic forecasts that management utilizes, as well as additional internal and external indicators of economic forecasts that management considers, may change over time depending on the nature and composition of our loan portfolio. Changes in economic forecasts, in conjunction with changes in loan specific attributes, impact a loan’s probability of default and loss given default, which can drive changes in the determination of the ACL. Expectations of future cash flows are discounted at the loan’s effective interest rate. The resulting ACL represents the amount by which a loan’s amortized cost exceeds the net present value of a loan’s discounted cash flows expected to be collected. The ACL is recorded through a charge to provision for credit losses and is reduced by charge-offs, net of recoveries on loans previously charged-off. It is the Company’s policy to charge-off loan balances at the time they have been deemed uncollectible.
For segments where the discounted cash flow methodology is not used, a remaining life methodology is utilized. The remaining life method uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.
The estimated credit losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements or
management's assessment of portfolio risk. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon the following:
1.
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.
2.
Changes in regional and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.
3.
Changes in the nature and volume of the portfolio and in the terms of loans.
4.
Changes in the experience, ability, and depth of lending management and other relevant staff.
5.
Changes in the volume and severity of past-due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans.
6.
Changes in the value of underlying collateral.
7.
The existence and effect of concentrations of credit, and changes in the level of such concentrations.
8.
Additional segment specific risks when aggregated portfolios were required for reliable quantitative assessments.
The qualitative allowance allocation, as determined by the processes noted above, is applied to loan segments based on the assessment of these various qualitative factors.
Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated pools. Individual evaluations are generally performed for loans greater than $500,000 which have experienced significant credit deterioration and that are deemed to be collateral dependent. Such loans are evaluated for credit losses based on the fair value of collateral. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, less selling costs. For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral, the Company has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, with selling costs considered in the event sale of the collateral is expected.
In assessing the adequacy of the ACL, the Company considers the results of the Company's ongoing independent loan review process. The Company undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio. Its loan review process includes the judgment of management, independent internal loan reviewers and reviews that may have been conducted by third-party reviewers including regulatory examiners. The Company incorporates relevant loan review results in calculating the ACL.
In accordance with Current Expected Credit Losses ("CECL"), losses are estimated over the remaining contractual terms of loans, adjusted for prepayments and curtailment. The contractual term excludes extensions, renewals and modification assumptions.
Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, deferred loan fees and costs, and premiums and discounts when applicable.
While management utilizes its best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. The ACL process is regularly reviewed and updated as needed based on quarterly reviews, new data, and/or calculation improvements with material impacts disclosed as appropriate.
Loans are charged off when management believes that the full collectability of the loan is unlikely. As such, a loan may be partially charged-off after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely.
Transactions in the ACL for the three months ended June 30, 2026 and 2025 are summarized as follows:
(In Thousands)
Residential 1-4 Family Real Estate
Commercial and Multi- family Real Estate
Construction, Land Development and Farmland
Commercial, Industrial and Agricultural
1-4 family Equity Lines of Credit
Consumer and Other
Total
June 30, 2026
Allowance for credit losses - loans:
Beginning balance, April 1
$
16,063
17,276
16,400
4,285
1,690
1,533
57,247
Provision for credit losses
1,131
—
(239
)
(180
)
85
231
1,028
Charge-offs
(256
)
—
—
(17
)
—
(379
)
(652
)
Recoveries
6
—
3
86
—
85
180
Ending balance
$
16,944
17,276
16,164
4,174
1,775
1,470
57,803
(In Thousands)
Residential 1-4 Family Real Estate
Commercial and Multi- family Real Estate
Construction, Land Development and Farmland
Commercial, Industrial and Agricultural
1-4 family Equity Lines of Credit
Consumer and Other
Total
June 30, 2025
Allowance for credit losses - loans:
Beginning balance, April 1
$
12,141
16,207
17,079
3,200
1,209
1,644
51,480
Provision
1,485
457
(16
)
111
276
194
2,507
Charge-offs
—
—
—
(92
)
—
(219
)
(311
)
Recoveries
9
—
3
41
—
125
178
Ending balance
$
13,635
16,664
17,066
3,260
1,485
1,744
53,854
Transactions in the ACL for the six months ended June 30, 2026 and 2025 are summarized as follows:
(In Thousands)
Residential 1-4 Family Real Estate
Commercial and Multi-family Real Estate
Construction, Land Development and Farmland
Commercial, Industrial and Agricultural
1-4 family Equity Lines of Credit
Consumer and Other
Total
June 30, 2026
Allowance for credit losses - loans:
Beginning balance, January 1
$
15,745
16,005
16,763
3,433
1,603
1,485
55,034
Provision for credit losses
1,438
1,271
(605
)
791
184
490
3,569
Charge-offs
(256
)
—
—
(137
)
(12
)
(716
)
(1,121
)
Recoveries
17
—
6
87
—
211
321
Ending balance
$
16,944
17,276
16,164
4,174
1,775
1,470
57,803
(In Thousands)
Residential 1-4 Family Real Estate
Commercial and Multi- family Real Estate
Construction, Land Development and Farmland
Commercial, Industrial and Agricultural
1-4 family Equity Lines of Credit
Consumer and Other
Total
June 30, 2025
Allowance for credit losses - loans:
Beginning balance, January 1
$
9,708
20,203
14,663
1,702
1,890
1,331
49,497
Provision
3,910
(3,539
)
2,397
1,666
(405
)
711
4,740
Charge-offs
—
—
—
(149
)
—
(544
)
(693
)
Recoveries
17
—
6
41
—
246
310
Ending balance
$
13,635
16,664
17,066
3,260
1,485
1,744
53,854
The following table presents the amortized cost basis of collateral dependent loans at June 30, 2026 and December 31, 2025 which are individually evaluated to determine expected credit losses:
Loans are placed on nonaccrual status when there is a significant deterioration in the financial condition of the borrower, which often is determined when the principal or interest on the loan is 90 days or more past due, unless the loan is both well-secured and in the process of collection. Generally, all interest accrued but not collected for loans that are placed on nonaccrual status, is reversed against current income. Interest income is subsequently recognized only to the extent cash payments are received while the loan is classified as nonaccrual, but interest income recognition is reviewed on a case-by-case basis. A nonaccrual loan is returned to accruing status once the loan has been brought current and collection is reasonably assured or the loan has been “well-secured” through other techniques. Past due status is determined based on the contractual due date per the underlying loan agreement.
The following tables present the Company’s nonaccrual loans and past due loans as of June 30, 2026 and December 31, 2025.
Loans on Nonaccrual Status
In Thousands
June 30,
December 31,
2026
2025
Residential 1-4 family real estate
$
12,942
$
7,206
Commercial and multi-family real estate
1,538
13,135
Construction, land development and farmland
8,630
5,926
Commercial, industrial and agricultural
99
156
1-4 family equity lines of credit
2,130
208
Consumer and other
22
24
Total
$
25,361
$
26,655
The Company recognized $172,000 and reversed $90,000out of interest income on nonaccrual loans for the three months ended June 30, 2026. The Company recognized $2,764,000 and reversed $326,000 out of interest income on nonaccrual loans for the six months ended June 30, 2026. The impact on net interest income from nonaccrual loans was not material to the Company's results
for the three and six months ended June 30, 2025. At June 30, 2026 and December 31, 2025 nonaccrual loans for which no related ACL was recorded totaled $11,082,000 and $17,482,000, respectively.
Past Due Loans
(In Thousands)
30-59 Days Past Due
60-89 Days Past Due
Non Accrual or Greater Than 89 Days Past Due
Total Non Accrual and Past Due
Current
Total Loans
Recorded Investment in Loans Greater Than 89 Days Past Due and Accruing
June 30, 2026
Residential 1-4 family real estate
$
5,016
4,171
15,905
25,092
1,327,080
1,352,172
$
2,963
Commercial and multi-family real estate
2,948
18
1,538
4,504
1,701,786
1,706,290
—
Construction, land development and farmland
2,657
—
8,630
11,287
866,756
878,043
—
Commercial, industrial and agricultural
71
—
99
170
183,722
183,892
—
1-4 family equity lines of credit
377
534
2,130
3,041
277,377
280,418
—
Consumer and other
251
29
26
306
92,788
93,094
4
Total
$
11,320
4,752
28,328
44,400
4,449,509
4,493,909
$
2,967
December 31, 2025
Residential 1-4 family real estate
$
7,330
7,172
8,854
23,356
1,254,342
1,277,698
$
1,648
Commercial and multi-family real estate
420
651
13,135
14,206
1,621,282
1,635,488
—
Construction, land development and farmland
1,190
1,188
5,926
8,304
891,709
900,013
—
Commercial, industrial and agricultural
1,053
112
156
1,321
178,262
179,583
—
1-4 family equity lines of credit
1,424
1,263
208
2,895
260,812
263,707
—
Consumer and other
522
112
49
683
106,665
107,348
25
Total
$
11,939
10,498
28,328
50,765
4,313,072
4,363,837
$
1,673
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.
In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.
The following tables present the amortized cost basis of loans at June 30, 2026 and June 30, 2025 that were both experiencing financial difficulty and modified during the six months ended June 30, 2026 or six months ended June 30, 2025, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to each class of financing receivable is also presented below.
(In Thousands)
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Combination Term Extension and Interest Rate Reduction
Combination Payment Delay and Interest Rate Reduction
Total Class of Financing Receivable
Six Months Ended June 30, 2026
Residential 1-4 family real estate
$
—
$
1,400
$
292
$
—
$
1,119
$
445
0.24
%
Commercial and multi-family real estate
—
—
—
—
—
—
—
%
Construction, land development and farmland
—
—
—
—
—
—
—
%
Commercial, industrial and agricultural
—
—
—
—
—
—
—
%
1-4 family equity lines of credit
—
—
—
—
—
—
—
%
Consumer and other
—
—
—
—
—
—
—
%
Total
$
—
$
1,400
$
292
$
—
$
1,119
$
445
0.07
%
(In Thousands)
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Combination Term Extension and Interest Rate Reduction
Combination Payment Delay and Interest Rate Reduction
Total Class of Financing Receivable
Six Months Ended June 30, 2025
Residential 1-4 family real estate
$
—
$
1,139
$
946
$
—
$
360
$
—
0.20
%
Commercial and multi-family real estate
—
—
3,270
—
—
—
0.20
%
Construction, land development and farmland
—
—
—
—
—
—
—
%
Commercial, industrial and agricultural
—
—
242
—
—
—
0.16
%
1-4 family equity lines of credit
—
—
—
—
—
—
—
%
Consumer and other
—
—
—
—
—
—
—
%
Total
$
—
$
1,139
$
4,458
$
—
$
360
$
—
0.14
%
The following tables present the amortized cost basis of loans at June 30, 2026 and June 30, 2025 that were both experiencing financial difficulty and modified during the three months ended June 30, 2026 or three months ended June 30, 2025, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to each class of financing receivable is also presented below.
(In Thousands)
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Combination Term Extension and Interest Rate Reduction
Combination Payment Delay and Interest Rate Reduction
As of June 30, 2026, the Company has not committed to lend additional amounts to the borrowers included in the previous table.
(In Thousands)
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Combination Term Extension and Interest Rate Reduction
Combination Payment Delay and Interest Rate Reduction
Total Class of Financing Receivable
Three Months Ended June 30, 2025
Residential 1-4 family real estate
$
—
$
1,139
$
946
$
—
$
360
$
—
0.20
%
Commercial and multi-family real estate
—
—
—
—
—
—
—
%
Construction, land development and farmland
—
—
—
—
—
—
—
%
Commercial, industrial and agricultural
—
—
141
—
—
—
0.09
%
1-4 family equity lines of credit
—
—
—
—
—
—
—
%
Consumer and other
—
—
—
—
—
—
—
%
Total
$
—
$
1,139
$
1,087
$
—
$
360
$
—
0.06
%
As of June 30, 2025, the Company had not committed to lend additional amounts to the borrowers included in the previous table.
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 following table presents the performance of such loans that have been modified within the last twelve months as of June 30, 2026:
In Thousands
30-59 Days Past Due
60-89 Days Past Due
Greater Than 89 Days Past Due
Current
Total Modified Loans
June 30, 2026
Residential 1-4 family real estate
$
43
$
645
$
956
$
3,722
$
5,366
Commercial and multi-family real estate
—
—
1,538
—
1,538
Construction, land development and farmland
294
—
—
3,302
3,596
Commercial, industrial and agricultural
—
—
—
—
—
1-4 family equity lines of credit
—
—
—
—
—
Consumer and other
—
—
—
—
—
Total
$
337
$
645
$
2,494
$
7,024
$
10,500
As evidenced in the table above, $3,476,000of loans that were modified within the twelve months prior to June 30, 2026 were thirty (30) days or more past due at June 30, 2026.
The following table presents the performance of such loans that had been modified within the last twelve months as of June 30, 2025:
In Thousands
30-59 Days Past Due
60-89 Days Past Due
Greater Than 89 Days Past Due
Current
Total Modified Loans
June 30, 2025
Residential 1-4 family real estate
$
—
$
—
$
407
$
2,980
$
3,387
Commercial and multi-family real estate
22,430
—
—
3,270
25,700
Construction, land development and farmland
—
—
—
—
—
Commercial, industrial and agricultural
101
—
—
141
242
1-4 family equity lines of credit
—
—
—
—
—
Consumer and other
—
—
—
—
—
Total
$
22,531
$
—
$
407
$
6,391
$
29,329
As evidenced above, $22,938,000 of loans that were modified within the twelve months prior to June 30, 2025 were thirty (30) days or more past due at June 30, 2025.
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the six months ended June 30, 2026 and 2025 (dollars in thousands):
Six Months Ended June 30, 2026
Six Months Ended June 30, 2025
Principal Forgiveness
Weighted-Average Interest Rate Reduction
Weighted-Average Months of Term Extension
Weighted-Average Months of Payment Delay
Principal Forgiveness
Weighted-Average Interest Rate Reduction
Weighted-Average Months of Term Extension
Weighted-Average Months of Payment Delay
Residential 1-4 family real estate
$
—
0.55
%
34
10
$
—
0.67
%
13
6
Commercial and multi-family real estate
—
—
—
—
—
—
6
—
Construction, land development and farmland
—
—
—
—
—
—
—
—
Commercial, industrial and agricultural
—
—
—
—
—
—
22
—
1-4 family equity lines of credit
—
—
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
—
—
Total
$
—
0.55
%
34
10
$
—
0.67
%
8
6
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended June 30, 2026 and 2025 (dollars in thousands):
The following table presents the amortized cost basis of loans that had a payment default during the three and six months ended June 30, 2026 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty (dollars in thousands):
Three Months Ended June 30, 2026
Six Months Ended June 30, 2026
Payment Delay
Term Extension
Interest Rate Reduction
Payment Delay/ Interest Rate Reduction
Term Extension/ Interest Rate Reduction
Payment Delay
Term Extension
Interest Rate Reduction
Payment Delay/ Interest Rate Reduction
Term Extension/ Interest Rate Reduction
Residential 1-4 family real estate
$
885
$
—
$
296
$
43
$
977
$
885
$
—
$
296
$
43
$
977
Commercial and multi-family real estate
1,538
—
—
—
—
1,538
—
—
—
—
Construction, land development and farmland
—
294
—
—
—
—
294
—
—
—
Commercial, industrial and agricultural
—
—
—
—
—
—
—
—
—
—
1-4 family equity lines of credit
—
—
—
—
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
—
—
—
—
Total
$
2,423
294
296
43
$
977
2,423
294
296
43
$
977
The following table presents the amortized cost basis of loans that had a payment default during the three and six months ended June 30, 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty (dollars in thousands):
Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
Payment Delay
Term Extension
Interest Rate Reduction
Payment Delay/ Interest Rate Reduction
Term Extension/ Interest Rate Reduction
Payment Delay
Term Extension
Interest Rate Reduction
Payment Delay/ Interest Rate Reduction
Term Extension/ Interest Rate Reduction
Residential 1-4 family real estate
$
407
$
1,481
$
—
$
—
$
—
$
407
$
1,481
$
—
$
—
$
—
Commercial and multi-family real estate
—
22,430
—
—
—
—
22,430
—
—
—
Construction, land development and farmland
—
—
—
—
—
—
—
—
—
—
Commercial, industrial and agricultural
—
101
—
—
—
—
101
—
—
—
1-4 family equity lines of credit
—
—
—
—
—
—
—
—
—
—
Consumer and other
—
—
—
—
—
—
—
—
—
—
Total
$
407
$
24,012
$
—
$
—
$
—
$
407
$
24,012
$
—
$
—
$
—
Upon the Company's determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized costs basis of the loan is reduced by the amount deemed uncollectible and the ACL is adjusted by the same amount.
As of June 30, 2026, the Bank had 10 loans totaling $4,806,000 in the process of foreclosure which consisted of three construction and land development loans and seven residential 1-4 family real estate loans. As of December 31, 2025, the Bank had four loans totaling $12,266,000 in the process of foreclosure.
Potential problem loans, which include nonperforming loans, amounted to approximately $63.1 million at June 30, 2026 and $63.9 million at December 31, 2025. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with
present repayment terms. This definition is believed to be substantially consistent with the standards established by the FDIC, the Bank’s primary federal regulator, for loans classified as special mention, substandard, or doubtful.
The following summary presents the Bank's loan balances by primary loan classification and the amount classified within each risk rating category. Pass rated loans include all credits other than those included in special mention, substandard and doubtful which are defined as follows:
•
Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.
•
Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
•
Doubtful loans have all the characteristics of substandard loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The Bank considers all doubtful loans to be collateral dependent and places such loans on nonaccrual status.
The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of June 30, 2026:
In Thousands
2026
2025
2024
2023
2022
Prior
Revolving Loans
Total
June 30, 2026
Residential 1-4 family real estate
Pass
$
166,477
235,866
253,987
111,771
214,180
322,546
13,662
1,318,489
Special mention
—
62
3,640
2,436
3,239
5,454
49
14,880
Substandard
—
331
9,317
4,939
2,192
1,041
983
18,803
Total Residential 1-4 family real estate
$
166,477
236,259
266,944
119,146
219,611
329,041
14,694
1,352,172
Residential 1-4 family real estate:
Current-period gross charge-offs
$
—
—
165
47
—
44
—
256
Commercial and multi-family real estate
Pass
$
157,837
184,765
252,796
158,308
292,479
582,850
71,644
1,700,679
Special mention
712
252
—
—
419
1,150
1,540
4,073
Substandard
—
—
—
1,538
—
—
—
1,538
Total Commercial and multi-family real estate
$
158,549
185,017
252,796
159,846
292,898
584,000
73,184
1,706,290
Commercial and multi-family real estate:
Current-period gross charge-offs
$
—
—
—
—
—
—
—
—
Construction, land development and farmland
Pass
$
95,865
290,780
162,243
18,777
75,192
40,605
179,173
862,635
Special mention
—
—
798
5,189
498
265
26
6,776
Substandard
—
—
2,129
—
3,835
839
1,829
8,632
Total Construction, land development and farmland
$
95,865
290,780
165,170
23,966
79,525
41,709
181,028
878,043
Construction, land development and farmland:
Current-period gross charge-offs
$
—
—
—
—
—
—
—
—
Commercial, industrial and agricultural
Pass
$
28,620
32,434
21,860
4,402
19,858
23,457
51,804
182,435
Special mention
—
444
—
925
—
—
18
1,387
Substandard
—
—
—
45
—
—
25
70
Total Commercial, industrial and agricultural
$
28,620
32,878
21,860
5,372
19,858
23,457
51,847
183,892
Commercial, industrial and agricultural:
Current-period gross charge-offs
$
—
7
16
—
—
1
113
137
1-4 family equity lines of credit
Pass
$
—
—
—
—
—
—
273,869
273,869
Special mention
—
—
—
—
—
—
4,419
4,419
Substandard
—
—
—
—
—
—
2,130
2,130
Total 1-4 family equity lines of credit
$
—
—
—
—
—
—
280,418
280,418
1-4 family equity lines of credit:
Current-period gross charge-offs
$
—
—
—
—
—
—
12
12
Consumer and other
Pass
$
7,974
27,452
11,726
7,795
2,020
17,827
17,930
92,724
Special mention
21
89
82
77
55
5
3
332
Substandard
—
10
4
11
5
8
—
38
Total Consumer and other
$
7,995
27,551
11,812
7,883
2,080
17,840
17,933
93,094
Consumer and other:
Current-period gross charge-offs
$
11
43
50
20
15
1
576
716
The table below presents loan balances classified within each risk rating category based on year of origination as of June 30, 2026:
The table below presents loan balances classified within each risk rating category by primary loan type and based on year of origination as of December 31, 2025:
In Thousands
Revolving
2025
2024
2023
2022
2021
Prior
Loans
Total
December 31, 2025
Residential 1-4 family real estate:
Pass
$
251,472
273,598
127,490
232,254
192,674
158,663
12,447
1,248,598
Special mention
24
6,787
2,076
2,831
840
5,470
683
18,711
Substandard
—
5,289
2,444
1,627
194
432
403
10,389
Total Residential 1-4 family real estate
$
251,496
285,674
132,010
236,712
193,708
164,565
13,533
1,277,698
Residential 1-4 family real estate:
Current-period gross charge-offs
$
—
—
—
—
—
—
—
—
Commercial and multi-family real estate:
Pass
$
187,256
255,335
173,813
305,695
329,221
304,032
63,988
1,619,340
Special mention
257
—
—
—
—
786
1,970
3,013
Substandard
—
—
1,607
11,528
—
—
—
13,135
Total Commercial and multi-family real estate
$
187,513
255,335
175,420
317,223
329,221
304,818
65,958
1,635,488
Commercial and multi-family real estate:
Current-period gross charge-offs
$
—
—
438
—
—
—
—
438
Construction, land development and farmland:
Pass
$
296,559
243,565
25,224
81,838
24,777
22,370
193,506
887,839
Special mention
34
1,391
1,814
984
893
237
895
6,248
Substandard
—
—
671
3,362
—
—
1,893
5,926
Total Construction, land development and farmland
$
296,593
244,956
27,709
86,184
25,670
22,607
196,294
900,013
Construction, land development and farmland:
Current-period gross charge-offs
$
—
—
—
—
—
—
157
157
Commercial, industrial and agricultural:
Pass
$
51,176
22,112
9,100
21,169
2,921
26,067
45,741
178,286
Special mention
481
—
535
11
1
6
107
1,141
Substandard
—
—
40
—
—
—
116
156
Total Commercial, industrial and agricultural
$
51,657
22,112
9,675
21,180
2,922
26,073
45,964
179,583
Commercial, industrial and agricultural:
Current-period gross charge-offs
$
140
86
75
6
2
—
31
340
1-4 family equity lines of credit:
Pass
$
—
—
—
—
—
—
258,844
258,844
Special mention
—
—
—
—
—
—
4,655
4,655
Substandard
—
—
—
—
—
—
208
208
Total 1-4 family equity lines of credit
$
—
—
—
—
—
—
263,707
263,707
1-4 family equity lines of credit:
Current-period gross charge-offs
$
—
—
—
—
—
—
—
—
Consumer and other:
Pass
$
31,038
15,267
9,637
3,217
843
18,753
28,277
107,032
Special mention
29
51
129
77
5
6
2
299
Substandard
—
2
—
—
6
9
—
17
Total Consumer and other
$
31,067
15,320
9,766
3,294
854
18,768
28,279
107,348
Consumer and other:
Current-period gross charge-offs
$
79
87
119
105
3
—
828
1,221
The table below presents loan balances classified within each risk rating category based on year of origination as of December 31, 2025:
Debt securities have been classified in the consolidated balance sheet according to management’s intent. Debt securities at June 30, 2026 and December 31, 2025 are summarized as follows:
June 30, 2026
Securities Available-For-Sale
In Thousands
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Market Value
U.S. Government-sponsored enterprises (GSEs)
$
153,244
54
11,788
141,510
Mortgage-backed securities
751,028
805
51,103
700,730
Asset-backed securities
52,486
30
997
51,519
Corporate notes and other
4,500
—
38
4,462
Obligations of states and political subdivisions
175,814
142
21,303
154,653
$
1,137,072
1,031
85,229
1,052,874
December 31, 2025
Securities Available-For-Sale
In Thousands
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Market Value
U.S. Government-sponsored enterprises (GSEs)
$
149,261
136
10,807
138,590
Mortgage-backed securities
665,620
2,472
44,794
623,298
Asset-backed securities
47,868
47
1,135
46,780
Corporate notes and other
4,500
—
48
4,452
Obligations of states and political subdivisions
173,939
79
20,634
153,384
$
1,041,188
2,734
77,418
966,504
As of June 30, 2026 and December 31, 2025, there was no ACL on available-for-sale securities.
Included in mortgage-backed securities are collateralized mortgage obligations totaling $259,755,000 (fair value of $242,618,000) and $218,479,000 (fair value of $204,388,000) at June 30, 2026 and December 31, 2025, respectively.
Securities carried on the balance sheet of approximately $594,973,000 (approximate market value of $539,529,000) and $603,852,000 (approximate market value of $551,499,000) were pledged to secure public deposits and for other purposes as required by law at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies, in an amount greater than 10% of shareholders' equity.
The amortized cost and estimated market value of debt securities at June 30, 2026 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2026 and December 31, 2025.
In Thousands, Except Number of Securities
Less than 12 Months
12 Months or More
Total
June 30, 2026
Fair Value
Unrealized Losses
Number of Securities Included
Fair Value
Unrealized Losses
Number of Securities Included
Fair Value
Unrealized Losses
Available-for-Sale Securities:
U.S. Government-sponsored enterprises (GSEs)
$
12,335
$
163
3
$
117,984
$
11,625
49
$
130,319
$
11,788
Mortgage-backed securities
321,390
5,652
66
295,866
45,451
200
617,256
51,103
Asset-backed securities
27,654
114
13
10,167
883
5
37,821
997
Corporate notes and other
4,462
38
2
—
—
—
4,462
38
Obligations of states and political subdivisions
7,013
123
4
140,695
21,180
142
147,708
21,303
$
372,854
$
6,090
88
$
564,712
$
79,139
396
$
937,566
$
85,229
In Thousands, Except Number of Securities
Less than 12 Months
12 Months or More
Total
December 31, 2025
Fair Value
Unrealized Losses
Number of Securities Included
Fair Value
Unrealized Losses
Number of Securities Included
Fair Value
Unrealized Losses
Available-for-Sale Securities:
U.S. Government-sponsored enterprises (GSEs)
$
5,003
$
22
1
$
121,994
$
10,785
52
$
126,997
$
10,807
Mortgage-backed securities
133,756
532
24
321,141
44,262
205
454,897
44,794
Asset-backed securities
6,972
32
3
22,415
1,103
9
29,387
1,135
Corporate notes and other
4,452
48
2
—
—
—
4,452
48
Obligations of states and political subdivisions
—
—
—
148,056
20,634
148
148,056
20,634
$
150,183
$
634
30
$
613,606
$
76,784
414
$
763,789
$
77,418
The applicable date for determining when securities are in an unrealized loss position is June 30, 2026 and December 31, 2025. As such, it is possible that a security had a market value less than its amortized cost on other days during the six months ended June 30, 2026 and the twelve-month period ended December 31, 2025, but is not in the "Investments with an Unrealized Loss of less than 12 months" category above.
As shown in the tables above, at June 30, 2026 and December 31, 2025, the Company had unrealized losses of $85.2 million and $77.4 million on $937.6 million and $763.8 million, respectively, of securities in an unrealized loss position at those dates. As described in Note 1, Summary of Significant Accounting Policies to the consolidated financial statements of the Company included in the 2025 Form 10-K, for any security classified as available-for-sale that is in an unrealized loss position at the balance sheet date, the Company assesses whether or not it intends to sell the security, or more-likely-than-not will be required to sell the security, before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because the Company currently does not intend to sell those securities that have an unrealized loss at June 30, 2026, and it is not more-likely-than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company has determined that no write-down is necessary. These securities must then be evaluated for credit and non-credit related impairment. Securities with
one or more of the following characteristics will be deemed to have only non-credit related impairment and will be excluded from further evaluation from credit impairment: Guaranteed by the U.S. government, insured by the FDIC, a review of market price discount to principal face value does not indicate the market's expectation of imminent principal loss, a risk weighting under the FDIC’s Simplified Supervisory Formula Approach, and a credit rating of AA+ or higher issued by a nationally recognized statistical rating organization. Securities that are not excluded by the aforementioned characteristics are further evaluated for credit deterioration, which would require the recognition of an ACL. The unrealized losses associated with securities at June 30, 2026 are driven by changes in interest rates and not due to the credit quality of the securities, and accordingly, no ACL is considered necessary related to available-for-sale securities at June 30, 2026. These securities will continue to be monitored as part of the Company's ongoing evaluation of credit quality.
Mortgage-Backed Securities
At June 30, 2026, approximately 98% of the mortgage-backed securities held by the Company were issued by U.S. government-sponsored entities and agencies. Because the decline in fair value of these securities is primarily attributable to interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery, the Company has determined no ACL for these securities is necessary at June 30, 2026.
The Company's mortgage-backed securities portfolio includes non-agency collateralized mortgage obligations with a fair value of $10.2 million which had unrealized losses of approximately $1.2 million at June 30, 2026. These non-agency mortgage-backed securities were rated AAA with the exception of one security rated as AA- at June 30, 2026. The Company monitors these securities to ensure it has adequate credit support and does not have the intent to sell these securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the securities.
Obligations of States and Political Subdivisions
Unrealized losses on municipal bonds have not been recognized into income because the issuers' bonds are of high credit quality (rated A or higher) or the bonds have been refunded. Management does not intend to sell the securities and it is not more-likely-than-not that management will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.
Asset-Backed Securities
The Company's asset-backed securities portfolio includes agency and non-agency asset backed and other amortizing debt securities with a fair value of $51.5 million which had unrealized losses of approximately $1.0 million at June 30, 2026. The Company monitors these securities to ensure it has adequate credit support and does not have the intent to sell these securities and it is not more-likely-than-not that it will be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the securities.
Corporate Notes and Other
Corporate notes and other consists of corporate bonds and subordinated debt obligations. As of June 30, 2026 corporate notes and other consists of two subordinated debt obligations issued by other bank holding companies. The Company performs ongoing monitoring of the issuer's financial condition and credit quality through periodic review of financial statements and other relevant information.
Note 4. Derivatives
Derivatives Designated as Fair Value Hedges
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, the sources and duration of certain balance sheet assets and liabilities. In the normal course of business, the Company also uses derivative financial instruments to add stability to interest income or expense and to manage its exposure to movements in interest rates. The Company does not use derivatives for trading or speculative purposes and only enters into transactions that have a qualifying hedge relationship. The
Company's hedging strategies involving interest rate derivatives that are classified as either cash flow hedges or fair value hedges, depending upon the rate characteristic of the hedged item.
The Company had previously utilized an interest rate swap designated as a fair value hedge to mitigate the effect of changing interest rates on the fair values of fixed rate loans. The hedging strategy on loans converted the fixed interest rates to variable interest rates tied to the applicable reference rate.
During the fourth quarter of 2023 the Company voluntarily terminated the interest rate swap with a notional amount of $30.0 million, as the market indicated that rates had peaked, further rate increases were unlikely, and the Company’s balance sheet could support the market’s current demand for fixed rate loans without the interest rate swap. The termination of the fair value hedge resulted in an unrealized gain totaling $3,747,000 which is being reclassified to increase interest income through June 30, 2030, the original term of the swap contract.
The following table presents the net effects of derivative hedging instruments on the Company's consolidated statements of income for the three and six months ended June 30, 2026 and 2025. The effects are presented as an increase to income before taxes in the relevant caption of the Company's consolidated statements of income.
In Thousands
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Location in the Consolidated Statements of Income
Interest income: Interest and fees on loans
$
170
224
$
360
460
Net increase to income before taxes
$
170
224
$
360
460
The above effects are presented within the change in other assets line in the operating activities section of the Company's consolidated statements of cash flows.
Mortgage Banking Derivatives
Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors under the Bank's mandatory delivery program are considered derivatives. It is the Company's practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in an effort to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. At June 30, 2026 and December 31, 2025, the Company had approximately $7,864,000 and $4,496,000, respectively, of interest rate lock commitments. The fair value of these mortgage banking derivatives was reflected by a derivative asset of $185,000 and $106,000 at June 30, 2026 and December 31, 2025, respectively. At June 30, 2026 and December 31, 2025, the Company had approximately $8,000,000 and $5,750,000, respectively, of forward commitments for the future delivery of residential mortgage loans. The fair value of these mortgage banking derivatives was reflected by a derivative asset of $3,000 at June 30, 2026 and a derivative liability of $17,000 at December 31, 2025. Changes in the fair values of these mortgage-banking derivatives are included in net gains on sale of loans.
The net gains (losses) relating to free-standing derivative instruments used for risk management are summarized below (in thousands):
In Thousands
June 30, 2026
June 30, 2025
Interest rate contracts for customers
$
79
63
Forward contracts related to mortgage loans held for sale and interest rate contracts
The following table reflects the amount and fair value of mortgage banking derivatives included in the consolidated balance sheet as of June 30, 2026 and December 31, 2025 (in thousands):
In Thousands
June 30, 2026
December 31, 2025
Notional Amount
Fair Value
Notional Amount
Fair Value
Included in other assets (liabilities):
Interest rate contracts for customers
$
7,864
185
$
4,496
106
Forward contracts related to mortgage loans held-for-sale
$
8,000
3
$
5,750
(17
)
Note 5. Mortgage Servicing Rights
The Company sells residential mortgage loans in the secondary market and typically retains the rights to service the loans. Mortgage loans serviced for others are not reported as assets. Mortgage servicing rights are recognized on the balance sheet within other assets. The principal balances of these loans as of June 30, 2026 and December 31, 2025 are as follows:
In Thousands
June 30, 2026
December 31, 2025
Mortgage loan portfolios serviced for:
FHLMC
$
168,405
$
149,916
For the six months ended June 30, 2026 and 2025, the change in carrying value of the Company's mortgage servicing rights accounted for under the amortization method was as follows:
In Thousands
June 30, 2026
June 30, 2025
Balance at beginning of period
$
1,401
$
1,139
Servicing rights retained from loans sold
348
329
Amortization
(210
)
(213
)
Valuation allowance provision
—
—
Balance at end of period
$
1,539
$
1,255
Fair value, end of period
$
2,128
$
1,722
The key data and assumptions used in estimating the fair value of the Company's mortgage servicing rights as of June 30, 2026 and December 31, 2025 were as follows:
June 30, 2026
December 31, 2025
Prepayment speed
10.37
%
12.44
%
Weighted-average life (in years)
7.26
6.56
Weighted-average note rate
5.59
%
5.50
%
Weighted-average discount rate
9.00
%
9.50
%
Note 6. Equity Incentive Plans
In April 2009, the Company’s shareholders approved the Wilson Bank Holding Company 2009 Stock Option Plan (the “2009 Stock Option Plan”). The 2009 Stock Option Plan was effective as of April 14, 2009. Under the 2009 Stock Option Plan, awards could be granted in the form of options to acquire common stock of the Company. Subject to adjustment as provided by the terms of the 2009 Stock Option Plan, the maximum number of shares of common stock with respect to which awards could be granted under the 2009 Stock Option Plan was 100,000 shares. The 2009 Stock Option Plan terminated on April 13, 2019, and no additional awards may be granted under the 2009 Stock Option Plan. The awards granted under the 2009 Stock Option Plan prior to the plan's expiration remained outstanding until exercised or otherwise terminated. As of June 30, 2026, all options were exercised and there were no outstanding options under the 2009 Stock Option Plan.
During the second quarter of 2016, the Company’s shareholders approved the Wilson Bank Holding Company 2016 Equity Incentive Plan, which authorized awards of up to 750,000 shares of common stock. The 2016 Equity Incentive Plan was approved by
the Board of Directors and effective as of January 25, 2016 and approved by the Company’s shareholders on April 12, 2016. On September 26, 2016, the Board of Directors approved an amendment and restatement of the 2016 Equity Incentive Plan (as amended and restated the “2016 Equity Incentive Plan”). Except for certain limitations, awards could be granted in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. The 2016 Equity Incentive Plan terminated on April 24, 2025, and no additional awards may be granted under the 2016 Equity Incentive Plan. As of June 30, 2026, the Company had outstanding 141,155 options with a weighted average exercise price of $58.86, 115,908 cash-settled stock appreciation rights with a weighted average exercise price of $56.04, and 12,108 restricted share unit awards under the 2016 Equity Incentive Plan. There were no restricted share awards or performance share unit awards outstanding under the 2016 Equity Incentive Plan at June 30, 2026.
On April 24, 2025, the Company's shareholders approved the Wilson Bank Holding Company 2025 Equity Incentive Plan (the "2025 Equity Incentive Plan"), which has initially authorized awards of up to 675,000 shares of Common Stock including 508,388 newly reserved shares and 166,612 shares of Common Stock initially reserved for issuance under the Company’s 2016 Equity Incentive Plan that remained available for issuance under the 2016 Equity Incentive Plan as of April 24, 2025. The 2025 Equity Incentive Plan was approved by the Board of Directors on February 28, 2025 and on April 24, 2025 it was approved by the Company’s shareholders and became effective as of such date. In addition to the 675,000 shares reserved for issuance under the 2025 Equity Incentive Plan, if any of the awards under the 2016 Equity Incentive Plan that were outstanding as of February 28, 2025 after that date terminate, expire unexercised, are settled for cash, forfeited or cancelled without delivery of shares of the Company’s Common Stock under the terms of the 2016 Equity Incentive Plan, the Company may issue awards with respect to those awards under the 2025 Equity Incentive Plan.Except for certain limitations, awards can be in the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted shares and restricted share units, performance awards and other stock-based awards. As of June 30, 2026, the Company had 543,746 shares remaining available for issuance under the 2025 Equity Incentive Plan. As of June 30, 2026, the Company had outstanding 88,332 options with a weighted average exercise price of $80.89, 13,000 cash-settled stock appreciation rights with a weighted average exercise price of $78.91, and 33,449 restricted share unit awards under the 2025 Equity Incentive Plan.
Stock Options
As of June 30, 2026, the Company had outstanding 229,487 stock options with a weighted average exercise price of $67.34.
The following table summarizes information about stock options activity for the six months ended June 30, 2026 and 2025:
June 30, 2026
June 30, 2025
Shares
Weighted Average Exercise Price
Shares
Weighted Average Exercise Price
Options outstanding at beginning of period
179,110
$
61.03
193,395
$
57.66
Granted
65,666
81.95
6,666
76.30
Exercised
(13,956
)
55.12
(13,316
)
54.81
Forfeited or expired
(1,333
)
66.70
(817
)
46.13
Outstanding at end of period
229,487
$
67.34
185,928
$
58.58
Options exercisable at June 30
117,781
$
58.03
125,983
$
55.61
As of June 30, 2026, there was $1,754,000 of total unrecognized cost related to non-vested stock options granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 3.93 years.
Stock Appreciation Rights ("SARs")
As of June 30, 2026, the Company had outstanding 128,908 cash-settled stock appreciation rights with a weighted average exercise price of $58.34.
The following table summarizes information about cash-settled SARs activity for the six months ended June 30, 2026 and 2025:
June 30, 2026
June 30, 2025
Shares
Weighted Average Exercise Price
Shares
Weighted Average Exercise Price
SARs outstanding at beginning of period
131,656
$
57.02
142,785
$
55.03
Granted
6,000
81.95
7,000
76.30
Exercised
(8,748
)
54.60
(11,158
)
50.34
Forfeited or expired
—
—
—
—
Outstanding at end of period
128,908
$
58.34
138,627
$
56.49
SARS exercisable at June 30
103,348
$
55.31
102,041
$
53.18
As of June 30, 2026, there was $433,000 of total unrecognized cost related to non-vested cash-settled SARs granted under the Company's equity incentive plans. The cost is expected to be recognized over a weighted-average period of 2.36years.
Time-Based Vesting Restricted Share Awards ("RSAs") and Restricted Share Units ("RSUs")
The Company periodically awards time-based vesting restricted share awards and restricted share units to employees of the Bank. Under the terms of the RSU awards, the number of units that will vest and therefore be settled in shares of the Company's common stock will be based on the employee's continued service to the Bank over a fixed three or five-year period. Compensation expense for RSAs and RSUs is estimated each period based on the fair value of the Company's common stock at the grant date of the awards.
A summary of time-based vesting RSAs activity for the six months ended June 30, 2026 and 2025 is as follows:
June 30, 2026
June 30, 2025
Shares
Weighted Average Cost
Shares
Weighted Average Cost
Outstanding at beginning of period
—
$
—
153
$
66.70
Granted
—
—
—
—
Vested
—
—
—
—
Forfeited
—
—
—
—
Outstanding at June 30,
—
$
—
153
$
66.70
A summary of time-based vesting RSUs awards activity for the six months ended June 30, 2026 and 2025 is as follows:
June 30, 2026
June 30, 2025
Shares
Weighted Average Cost
Shares
Weighted Average Cost
Outstanding at beginning of period
40,539
$
75.01
24,482
$
70.44
Granted
12,008
81.95
1,833
76.30
Vested
(5,915
)
70.81
(5,676
)
70.38
Forfeited
(1,075
)
72.90
—
—
Outstanding at June 30,
45,557
$
77.44
20,639
$
70.98
The RSAs and RSUs vest based on continued service over various time periods. As of June 30, 2026, there was no unrecognized compensation cost related to non-vested RSAs. As of June 30, 2026, there was $2,733,000 of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be expensed over a weighted-average period of 2.58 years.
Performance-Based Vesting Restricted Stock Units ("PSUs")
The Company periodically awards performance-based restricted stock units to employees of the Bank. Under the terms of the awards, the number of units that will be earned and thereafter settled in shares of the Company's common stock will be based on the employee's
performance against certain performance metrics over a fixed three-year performance period. Compensation expense for PSUs is estimated each period based on the fair value of the Company's common stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.
A summary of the PSUs activity for the six months ended June 30, 2026 and 2025 is as follows:
June 30, 2026
June 30, 2025
Shares
Weighted Average Cost
Shares
Weighted Average Cost
Outstanding at beginning of period
—
$
—
738
$
67.85
Granted
—
—
—
—
Vested
—
—
(369
)
67.85
Forfeited
—
—
—
—
Outstanding at June 30,
—
$
—
369
$
67.85
Grant Year
Grant Price
Applicable Performance Period
Period in which units to be settled
PSUs Outstanding
2023
$
67.85
2023-2025
2024-2026
—
As of June 30, 2026, there was no unrecognized compensation cost related to non-vested PSUs.
Note 7. Regulatory Capital
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of June 30, 2026, the Bank and the Company meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is classified as adequately capitalized or lower, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is growth and expansion, and capital restoration plans are required. As of June 30, 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 category.
The Company’s and the Bank’s actual capital amounts and ratios as of June 30, 2026 and December 31, 2025 are presented in the following tables. The capital conservation buffer of 2.5% is not included in the required minimum ratios of the tables presented below.
Actual
Minimum Capital Adequacy
For Classification as Well Capitalized (1) (2)
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
June 30, 2026
Total capital to risk weighted assets:
Consolidated
$
726,476
15.8
%
$
367,803
8.0
%
$
459,754
10.0
%
Wilson Bank
716,908
15.6
367,683
8.0
459,604
10.0
Tier 1 capital to risk weighted assets:
Consolidated
668,965
14.6
275,852
6.0
275,852
6.0
Wilson Bank
659,415
14.3
275,762
6.0
367,682
8.0
Common equity Tier 1 capital to risk weighted assets:
Consolidated
668,965
14.6
206,889
4.5
N/A
N/A
Wilson Bank
659,415
14.3
206,821
4.5
298,742
6.5
Tier 1 capital to average assets:
Consolidated
668,965
11.0
243,238
4.0
N/A
N/A
Wilson Bank
659,415
10.8
243,161
4.0
303,951
5.0
Actual
Minimum Capital Adequacy
For Classification as Well Capitalized (1) (2)
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
December 31, 2025
Total capital to risk weighted assets:
Consolidated
$
685,448
15.6
%
$
350,970
8.0
%
$
438,712
10.0
%
Wilson Bank
682,240
15.6
350,834
8.0
438,542
10.0
Tier 1 capital to risk weighted assets:
Consolidated
630,578
14.4
263,227
6.0
263,227
6.0
Wilson Bank
627,391
14.3
263,125
6.0
350,833
8.0
Common equity Tier 1 capital to risk weighted assets:
Consolidated
630,578
14.4
197,420
4.5
N/A
N/A
Wilson Bank
627,391
14.3
197,344
4.5
285,052
6.5
Tier 1 capital to average assets:
Consolidated
630,578
10.6
237,557
4.0
N/A
N/A
Wilson Bank
627,391
10.6
237,470
4.0
296,838
5.0
(1)
Ratios for Wilson Bank are those under applicable FDIC regulations for prompt corrective action.
(2)
Well-capitalized minimum Common equity Tier 1 capital to risk weighted assets and Tier 1 capital to average assets are not formally defined under applicable regulations for bank holding companies.
Dividend Restrictions
The Company and the Bank are subject to dividend restrictions set forth by the Tennessee Department of Financial Institutions and federal banking agencies, as applicable. Generally, the Board of Directors of the Bank may not declare dividends in excess of current year earnings plus the retained net income of the preceding two years without prior approval of the commissioner of the Tennessee Department of Financial Institutions. Additional restrictions may be imposed by the Tennessee Department of Financial Institutions and federal banking agencies under the powers granted to them by law.
Note 8. Fair Value Measurements
FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. The definition of fair value focuses on the exit price,
(i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date), not the entry price (i.e., the price that would be paid to acquire the asset or received to assume the liability at the measurement date). The statement emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, the fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.
Valuation Hierarchy
FASB ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.
Assets
Securities available-for-sale — Where quoted prices are available for identical securities in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.
Collateral dependent loans – Collateral dependent loans are measured at the fair value of the collateral securing the loan less estimated selling costs. The fair value of real estate collateral is determined based on real estate appraisals which are generally based on recent sales of comparable properties which are then adjusted for property specific factors. Non-real estate collateral is valued based on various sources, including third party asset valuations and internally determined values based on cost adjusted for depreciation and other judgmentally determined discount factors. Collateral dependent loans are classified within Level 3 of the valuation hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower's underlying financial condition.
Other real estate owned — Other real estate owned (“OREO”) represents real estate foreclosed upon by the Company through loan defaults by customers or acquired in lieu of foreclosure. Substantially all of these amounts relate to construction and land development loans, other loans secured by land, and commercial real estate loans for which the Company believes it has adequate collateral. Upon foreclosure, the property is recorded at the lower of cost or fair value, based on appraised value, less selling costs estimated as of the date acquired with any loss recognized as a charge-off through the ACL. Additional OREO losses for subsequent valuation downward adjustments are determined on a specific property basis and are included as a component of noninterest expense along with holding costs. Any gains or losses realized at the time of disposal are also reflected in noninterest expense, as applicable. OREO is included in Level 3 of the valuation hierarchy due to the lack of observable market inputs into the determination of fair value. Appraisal values are property-specific and sensitive to the changes in the overall economic environment.
Mortgage loans held-for-sale — Mortgage loans held-for-sale are carried at fair value, and are classified within Level 2 of the valuation hierarchy. The fair value of mortgage loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan.
Derivative Instruments — The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).
Other investments — Included in other investments are investments recorded at fair value primarily in certain nonpublic investments and funds. The valuation of these nonpublic investments requires management judgment due to the absence of observable quoted market prices, inherent lack of liquidity and the long-term nature of such assets. These investments are valued initially based upon transaction price. The carrying values of other investments are adjusted either upwards or downwards from the transaction price to reflect expected exit values as evidenced by financing and sale transactions with third parties. These investments are included in Level 3 of the valuation hierarchy if the entities and funds are not widely traded and the underlying investments are in privately-held and/or start-up companies for which market values are not readily available.
The following tables present the financial instruments carried at fair value as of June 30, 2026 and December 31, 2025, by caption on the consolidated balance sheet and by FASB ASC 820 valuation hierarchy (as described above):
Assets and Liabilities Measured at Fair Value on a Recurring Basis
(In Thousands)
Total Carrying Value in the Consolidated Balance Sheet
Quoted Market Prices in an Active Market (Level 1)
Models with Significant Observable Market Parameters (Level 2)
Models with Significant Unobservable Market Parameters (Level 3)
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
(In Thousands)
Total Carrying Value in the Consolidated Balance Sheet
Quoted Market Prices in an Active Market (Level 1)
Models with Significant Observable Market Parameters (Level 2)
Models with Significant Unobservable Market Parameters (Level 3)
June 30, 2026
Other real estate owned
$
365
$
—
$
—
$
365
Collateral dependent loans (1)
17,254
—
—
17,254
Total
$
17,619
$
—
$
—
$
17,619
December 31, 2025
Other real estate owned
$
515
$
—
$
—
$
515
Collateral dependent loans (1)
21,561
—
—
21,561
Total
$
22,076
$
—
$
—
$
22,076
(1)
The carrying value of collateral dependent loans at June 30, 2026 and December 31, 2025 is net of a valuation allowance of $1,134,000 and $532,000, respectively.
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at June 30, 2026 and December 31, 2025:
Valuation Techniques (1)
Significant Unobservable Inputs
Weighted Average
Collateral dependent loans
Appraisal
Estimated costs to sell
10%
Other real estate owned
Appraisal
Estimated costs to sell
10%
(1)
The fair value is generally determined through independent appraisals of the underlying collateral, which may include Level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.
In the case of its investment securities portfolio, the Company monitors the valuation technique utilized by various pricing agencies to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the six months ended June 30, 2026, there were no transfers between Levels 1, 2 or 3. The tables below include a roll forward of the balance sheet amounts for the three and six months ended June 30, 2026 and 2025 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology (in thousands):
For the Three Months Ended June 30,
2026
2025
Other Assets
Other Liabilities
Other Assets
Other Liabilities
Fair value, April 1
$
2,385
—
$
2,207
—
Total realized gains included in income
5
—
2
—
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at June 30
—
—
—
—
Purchases, issuances and settlements, net
—
—
—
—
Transfers out of Level 3
—
—
—
—
Fair value, June 30
$
2,390
—
$
2,209
—
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at June 30
$
5
—
$
2
—
For the Six Months Ended June 30,
2026
2025
Other Assets
Other Liabilities
Other Assets
Other Liabilities
Fair value, January 1
$
2,348
—
$
2,191
—
Total realized gains included in income
42
—
18
—
Change in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at June 30
—
—
—
—
Purchases, issuances and settlements, net
—
—
—
—
Transfers out of Level 3
—
—
—
—
Fair value, June 30
$
2,390
—
$
2,209
—
Total realized gains included in income related to financial assets and liabilities still on the consolidated balance sheet at June 30
$
42
—
$
18
—
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments that are not measured at fair value. In cases where quoted market prices or observable components are not available, fair values are based on estimates using discounted cash flow models. Those models are significantly affected by the assumptions used, including the discount rates, estimates of future cash flows and borrower creditworthiness. The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2026 and December 31, 2025. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.
Cash and cash equivalents — The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.
Loans — The fair value of our loan portfolio includes a credit risk factor in the determination of the fair value of our loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. Our loan portfolio is initially fair valued using a segmented approach. We divide our loan portfolio into the following categories: variable rate loans, collateral dependent loans and all other loans. The results are then adjusted to account for credit risk.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for collateral dependent loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. For other loans, fair values are estimated using discounted cash flow models, using current market interest rates offered for loans with similar terms to borrowers of similar credit quality. The values derived from the discounted cash flow approach for each of the above portfolios are then further discounted to incorporate credit risk to determine the exit price.
Mortgage servicing rights— The fair value of servicing rights is based on the present value of estimated future cash flows of mortgages sold, stratified by rate and maturity date. Assumptions that are incorporated in the valuation of servicing rights include assumptions about prepayment speeds on mortgages and the cost to service loans.
Deposits and Federal Home Loan Bank borrowings — Fair values for deposits and Federal Home Loan Bank borrowings are estimated using discounted cash flow models, using current market interest rates offered on deposits with similar remaining maturities.
Off-Balance Sheet Instruments — The fair values of the Company’s off-balance-sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value to the Company until such commitments are funded.
The following table presents the carrying amounts, estimated fair value and placement in the fair valuation hierarchy of the Company’s financial instruments at June 30, 2026 and December 31, 2025. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.
Carrying/ Notional
Estimated
Quoted Market Prices in an Active Market
Models with Significant Observable Market Parameters
Models with Significant Unobservable Market Parameters
(in Thousands)
Amount
Fair Value(1)
(Level 1)
(Level 2)
(Level 3)
June 30, 2026
Financial assets:
Cash and cash equivalents
$
245,159
245,159
245,159
—
—
Loans, net
4,422,772
4,499,692
—
—
4,499,692
Mortgage servicing rights
1,539
2,128
—
2,128
—
Financial liabilities:
Deposits
5,309,095
4,653,851
—
—
4,653,851
December 31, 2025
Financial assets:
Cash and cash equivalents
$
367,353
367,353
367,353
—
—
Loans, net
4,296,095
4,273,223
—
—
4,273,223
Mortgage servicing rights
1,401
1,686
—
1,686
—
Financial liabilities:
Deposits
5,244,256
4,674,040
—
—
4,674,040
(1)
Estimated fair values are consistent with an exit-price concept. The assumptions used to estimate the fair values are intended to approximate those that a market-participant would realize in a hypothetical orderly transaction.
Note 9. Income Taxes
ASC 740, Income Taxes, defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. This section also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. As of June 30, 2026, the Company had no unrecognized tax benefits related to Federal or state income tax matters and does not anticipate any material increase or decrease in unrecognized tax benefits relative to any tax positions taken prior to June 30, 2026.
The Company's effective tax rate for the three and six months ended June 30, 2026 was 23.67% and 23.43%, respectively, compared to 23.24% and 23.60% for the three and six months ended June 30, 2025, respectively. The difference between the effective tax rate and the federal and state income tax statutory rate of 26.14% at June 30, 2026 and 2025 is primarily due to investments in bank qualified municipal securities, participation in the Tennessee Community Investment Tax Credit program, and tax benefits associated with share-based compensation and bank-owned life insurance, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible executive compensation.
As of and for the six months ended June 30, 2026, the Company has not accrued or recognized interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.
The Company and the Bank file consolidated U.S. Federal and State of Tennessee income tax returns. The Company is currently open to audit under the statute of limitations by the State of Tennessee for the years ended December 31, 2022 through 2025 and the IRS for the years ended December 31, 2023 through 2025.
Note 10. Earnings Per Share
The computation of basic earnings per share ("EPS") is based on the weighted average number of common shares outstanding during the period, adjusted for stock splits. The computation of diluted EPS for the Company begins with the basic earnings per share and includes the effect of common shares contingently issuable from stock options, RSUs and PSUs.
The following is a summary of components comprising basic and diluted EPS for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
(Dollars in Thousands Except Share and Per Share Amounts)
(Dollars in Thousands Except Share and Per Share Amounts)
Basic EPS Computation:
Numerator – Earnings available to common shareholders
$
20,810
$
19,115
$
43,071
$
35,507
Denominator – Weighted average number of common shares outstanding
12,289,424
11,996,239
12,269,982
11,979,603
Basic earnings per common share
$
1.69
$
1.59
$
3.51
$
2.96
Diluted EPS Computation:
Numerator – Earnings available to common shareholders
$
20,810
$
19,115
$
43,071
$
35,507
Denominator – Weighted average number of common shares outstanding
12,289,424
11,996,239
12,269,982
11,979,603
Dilutive effect of stock options, RSUs and PSUs
44,835
38,715
44,423
38,038
Weighted average diluted common shares outstanding
12,334,259
12,034,954
12,314,405
12,017,641
Diluted earnings per common share
$
1.69
$
1.59
$
3.50
$
2.95
Note 11. Commitments and Contingent Liabilities
In the normal course of business, the Bank has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows. Other typical lines of credit are related to home equity loans granted to consumers. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.
Standby letters of credit are generally issued on behalf of an applicant (the Bank's customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated sooner due to criteria specified in the standby letter of credit. A typical arrangement involves the applicant routinely being indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party commercial transactions. The standby letter of credit would permit
the beneficiary to obtain payment from the Bank under certain prescribed circumstances. Subsequently, the Bank would then seek reimbursement from the applicant pursuant to the terms of the standby letter of credit.
The Bank follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management’s credit evaluation of the customer. Collateral held varies but may include cash and cash equivalents, real estate and improvements, marketable securities, accounts receivable, inventory, equipment, and personal property.
The contractual amounts of these commitments are not reflected in the consolidated financial statements and would only be reflected if drawn upon. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, the Company’s maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
A summary of the Company’s total contractual amount for all off-balance sheet commitments at June 30, 2026 is as follows:
Commitments to extend credit
$
1,340,987,000
Standby letters of credit
$
158,356,000
Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures. The ACL on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed in the table above. For the period of exposure, the estimate of expected credit losses considers the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment.
Estimating credit losses on amounts expected to be funded uses the same ending rates as described for loans in Note 2 - Loans and Allowance for Credit Losses as if such commitments were funded.
Off-balance-sheet credit exposures are recognized on the balance sheet within accrued interest and other liabilities. The following table details activity in the ACL on off-balance-sheet credit exposures for the six months ended June 30, 2026 and 2025.
(In Thousands)
2026
2025
Beginning balance, January 1
$
2,340
2,555
Credit loss expense (benefit)
716
(270
)
Ending balance, June 30
$
3,056
2,285
The following table details activity in the ACL on off-balance-sheet credit exposures for the three months ended June 30, 2026 and 2025
(In Thousands)
2026
2025
Beginning balance, April 1
$
2,484
2,162
Credit loss expense
572
123
Ending balance, June 30
$
3,056
2,285
The Bank originates residential mortgage loans, sells them to third-party purchasers, and may or may not retain the servicing rights. These loans are originated internally and are primarily to borrowers in the Bank’s geographic market footprint. These sales are typically to investors that follow guidelines of conventional government sponsored entities and the Department of Housing and Urban Development/U.S. Department of Veterans Affairs ("HUD/VA"). Generally, loans held for sale are underwritten by the Bank, including HUD/VA loans. The Bank participates in a mandatory delivery program that requires the Bank to deliver a particular volume of mortgage loans by agreed upon dates. A majority of the Bank’s secondary mortgage volume is delivered to the secondary market via mandatory
delivery with the remainder done on a best efforts basis. The Bank does not realize any exposure to delivery penalties as the Bank's mortgage department only bids loans post-closing to ensure that 100% of the loans are deliverable to the investors.
Each purchaser has specific guidelines and criteria for sellers of loans, and the risk of credit loss with regard to the principal amount of the loans sold is generally transferred to the purchasers upon sale. While the loans are sold without recourse, the purchase agreements require the Bank to make certain representations and warranties regarding the existence and sufficiency of file documentation and the absence of fraud by borrowers or other third parties such as appraisers in connection with obtaining the loan. If it is determined that the loans sold were in breach of these representations or warranties or the loan had an early payoff or payment default, the Bank has obligations to either repurchase the loan for the unpaid principal balance and related investor fees or make the purchaser whole for the economic benefits of the loan.
To date, repurchase activity pursuant to the terms of these representations and warranties or due to early payoffs or payment defaults has been insignificant and has resulted in insignificant losses to the Bank.
Based on information currently available, management believes that the Bank does not have significant exposure to contingent losses that may arise relating to the representations and warranties that it has made in connection with its mortgage loan sales or for early payoffs or payment defaults of such mortgage loans.
Note 12. Divestiture of Wilson Bank Credit Card
Effective January 1, 2026, Wilson Bank entered into a definitive agreement with an unaffiliated third party to divest of its credit card business. The transaction closed in January 2026; however, Wilson Bank will continue to subservice the credit cards until April 2027. In connection with the sale, credit card balances totaling $6.7 million were moved out of the Bank's portfolio and a premium of $1.1 million was recognized into income, based upon the sales agreement with the purchaser. The reserve for customer credit card rewards points in the amount of $1.2 million was reversed and an additional expense of $120,000 for such points was recognized on the settlement date.
Note 13. Segment Information
The Bank is a full-service bank operating throughout Middle Tennessee which conducts business as a single operating segment, banking. The Bank offers a wide range of banking services, including checking, savings and money market deposit accounts, certificates of deposit, loans for consumer, commercial and real estate purposes, and investment advisory services through a third-party registered broker-dealer investment adviser. Management views the product offerings as an integrated banking service which is the basis for identifying the single banking segment. Substantially all revenues are derived from the Company's geographical area identified in Note 1, Summary of Significant Accounting Policies of this Quarterly Report on Form 10-Q. The accounting policies of the banking segment are the same as those described in Note 1 of the 2025 Form 10-K.
The Company’s Chief Operating Decision-Maker ("CODM") is made up of the Chief Executive Officer, Chief Financial Officer, President, Chief Administration Officer, Chief Credit Officer, Chief Lending Officer, Chief Operating Officer, Chief Experience Officer, Chief Human Resources Officer, and Chief Information Officer. The key measure of banking segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net earnings, as reported on the Company's Consolidated Statements of Earnings. The measure of banking segment assets is reported on the Company’s Consolidated Balance Sheets as total assets.
The CODM uses consolidated net earnings to evaluate income generated from banking segment assets (return on assets) in deciding whether to reinvest profits into the operations or into other parts of the entity, such as to pay dividends.
Net income is used to monitor budgeted versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the banking segment.
All expense categories on the Consolidated Statements of Earnings are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity, including its cash and due from banks, federal funds sold, and interest-bearing deposits, capital and regulatory capital requirements.
There are no intra-entity sales or transfers and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Earnings. The CODM manages the business using consolidated expense information, as well as regularly provided budgeted or forecasted expense information for the single operating segment.
The banking segment derives revenues from customers through fees and interest charged on lending, deposits, and investment products. The banking segment also derives revenue from various investments as permitted under sound banking practices. The majority of revenues are derived from fees and interest on loans.
Although the Company has a significant number of long-term customers, there is no reliance or concentration related to any one customer; however, a concentration of deposit accounts with various public bodies, such as state or local municipalities exists, as described in "Deposits and Other Liabilities".
There have been no significant asset investments by the banking segment outside of any items included in the consolidated financial statements.
The following tables reflect consolidated financial data of the Company’s reportable segment for the three and six months ended June 30, 2026 and 2025:
Banking Segment
Dollars In Thousands
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Interest income
$
85,308
81,094
$
169,561
157,596
Reconciliation of revenue
Other revenues
9,420
8,942
19,030
17,039
Total consolidated revenues
$
94,728
90,036
$
188,591
174,635
Less:
Interest expense
30,875
32,156
61,300
64,079
Segment net interest income and noninterest income
$
63,853
57,880
$
127,291
110,556
Less:
Provision for credit losses - loans
1,028
2,507
3,569
4,740
Provision for credit losses - off-balance sheet exposures
572
123
716
(270
)
Salaries and employee benefits
22,750
18,511
42,290
36,383
Data processing expense
3,180
2,876
6,276
5,490
Occupancy expenses, net
1,702
1,542
3,374
3,001
Advertising & public relations expense
1,388
1,049
2,159
1,792
Furniture and equipment expense
682
749
1,359
1,512
FDIC insurance
575
1,025
1,514
2,156
Other segment items (a)
4,713
4,570
9,785
9,246
Income tax expense
6,453
5,793
13,178
10,974
Segment net earnings/consolidated net earnings
$
20,810
19,135
$
43,071
35,532
Net earnings attributable to noncontrolling interest
—
(20
)
—
(25
)
Net earnings attributable to Wilson Bank Holding Company
$
20,810
19,115
$
43,071
35,507
Banking Segment
Dollars in Thousands
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Reconciliation of net earnings
Net earnings for reportable segment
$
20,810
19,115
$
43,071
35,507
Other earnings
—
—
—
—
Net earnings attributable to Wilson Bank Holding Company
(a) Other segment items includes audit, legal & consulting expenses, directors' fees, fees and licenses, telephone expenses, franchise tax, and other overhead expenses.
Note 14. Subsequent Events
ASC 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company has evaluated subsequent events for recognition and disclosure through August 7, 2026, which is the date the financial statements were available to be issued.
Subsequent to June 30, 2026, the Company recognized a previously unrecorded equity investment with an estimated fair value of approximately $1.4 million received through a historical business relationship. Recognition of the investment increased retained earnings by approximately $1.1 million, after consideration of the related fair value and income tax effects. Management evaluated the matter and concluded that the omission was not material to any previously issued annual or interim financial statements. Accordingly, the Company determined that disclosure of the event, but not adjustment of the June 30, 2026 financial statements, was appropriate.
In April 2026, the Company entered into a lease agreement for a new branch location with an initial term of 10 years. The Bank obtained the right to control the right-of-use asset and the lease commenced for accounting purposes under ASC 842 on July 1, 2026, subsequent to the June 30, 2026 balance sheet date. Upon commencement, the Company recognized a right-of-use asset and corresponding lease liability of approximately $1.9 million. Because the lease had not commenced as of June 30, 2026, no right-of-use asset or lease liability were recognized at quarter end. The Company evaluated this event through the date the financial statements were issued and determined that disclosure, but not adjustment of the June 30, 2026 financial statements, was appropriate.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this discussion is to provide insight into the financial condition and results of operations of Wilson Bank Holding Company (the "Company", "our" or "we") and its bank subsidiary, Wilson Bank & Trust (the "Bank"). Encompass Home Lending LLC ("Encompass"), a company offering mortgage banking services, was 51% owned by the Bank until June 1, 2025 when the Bank sold its 51% membership interest to Encompass Home Lending Investors, LLC, the other member of Encompass. The results of Encompass through the date of sale are consolidated in the Company's financial statements included elsewhere in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with the Company's consolidated financial statements appearing elsewhere in this report. Reference should also be made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Form 10-K") for a more complete discussion of factors that impact the Company's liquidity, capital and results of operations.
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding, among other things, the anticipated financial and operating results of the Company. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
The Company cautions investors that future financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, the Company. The words “expect,” “intend,” “should,” “may,” “could,” “believe,” “suspect,” “anticipate,” “seek,” “plan,” “estimate” and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical fact may also be considered forward-looking. Such forward-looking statements involve known and unknown risks and uncertainties, including, but not limited to those described in the 2025 Form 10-K, and also include, without limitation, (i) deterioration in the financial condition of borrowers resulting in significant increases in credit losses and provisions for these losses, (ii) deterioration in the real estate market conditions in the Company’s market areas including demand for residential real estate loans as a result of elevated rates on residential real estate mortgage loans, (iii) the impact of U.S. and global economic conditions, trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom and from geopolitical instability, including as a result of the conflict in Iran, (iv) the impact of increased competition with other financial institutions, including pricing pressures on loans and deposits, and the resulting impact on the Company's results, including as a result of compression to net interest margin, (v) adverse conditions in local or national economies, including the economy in the Company’s market areas, including as a result of the impact of escalating geopolitical tensions, including the conflict in Iran, political uncertainty, inflationary pressures and the elevated rate environment, supply chain disruptions and labor shortages on our customers and on their businesses, (vi) risks associated with a prolonged shutdown of the United States federal government, including adverse effects on the national or local economies and adverse effects from a shutdown of the U.S. Small Business Administration's loan program, (vii) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs, (viii) fluctuations or differences in interest rates on earning assets and interest bearing liabilities from those that the Company is modeling or anticipating, including as a result of the Bank's inability to maintain deposit rates or defer increases to those rates in an elevated rate environment or lower rates in a falling rate environment, (ix) the ability to grow and retain low-cost core deposits, (x) the impact of changes in interest rates on the value of the Company's mortgage servicing rights, (xi) significant downturns in the business of one or more large customers, (xii) the inability of the Company to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies, required capital maintenance levels, or regulatory requests or directives, (xiii) changes in state or Federal regulations, policies, or legislation applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, (xiv) changes in capital levels and loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments, (xv) an inadequate allowance for credit losses ("ACL"), (xvi) the effectiveness of the Company’s activities in improving, resolving or liquidating lower quality assets, (xvii) results of regulatory examinations, (xviii) the vulnerability of the Company's network and online banking portals, and the systems of parties with whom the Company contracts, to unauthorized access, computer viruses, phishing schemes, social engineering, fraud, spam attacks, ransomware attacks, human error, natural disasters, power loss, and other security breaches, (xix) the possibility of additional increases to compliance costs or other operational expenses as a result of increased regulatory oversight, (xx) loss of key personnel, (xxi) adverse results (including costs, fines, reputational harm and/or other negative effects) from current or future litigation, examinations or other legal and/or regulatory actions, and (xxii) the impact of changes in corporate tax rates. These risks and uncertainties may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. The Company’s future operating results depend on a number of factors which were derived utilizing numerous assumptions that could cause actual results to differ materially from those projected in forward-looking statements.
Application of Critical Accounting Policies and Accounting Estimates
We follow accounting and reporting policies that conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information, forecasted economic conditions, and other factors deemed to be relevant, actual results could differ from those estimates.
We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used
for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.
Accounting policies related to the ACL on financial instruments including loans and off-balance-sheet credit exposures are considered to be critical as these policies involve considerable subjective judgment and estimation by management. In the case of loans, the ACL is a contra-asset valuation account, calculated in accordance with ASC 326, that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the ACL is a liability account, calculated in accordance with ASC 326, reported as a component of accrued interest payable and other liabilities in our consolidated balance sheets. The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. The ACL process is continually reviewed and updated as needed based on quarterly reviews, new data, and/or calculation improvements with material impacts disclosed as appropriate. For additional information regarding critical accounting policies, refer to Note 1 - Summary of Significant Accounting Policies and Note 2 - Loans and Allowance for Credit Losses in the notes to consolidated financial statements contained elsewhere in this Quarterly Report.
The executive management and Board of Directors of the Company evaluate key performance indicators ("KPIs") on a continuing basis. These KPIs serve as benchmarks of Company performance and are used in making strategic decisions and, in some cases, are utilized for purposes of setting performance targets for our executive officers' incentive-based cash compensation. The following table represents KPIs that management has determined to be important in making decisions for the Bank:
As of or For the Three Months Ended June 30,
As of or For the Six Months Ended June 30,
2026
2025
2026 - 2025 Percent Increase (Decrease)
2026
2025
2026 - 2025 Percent Increase (Decrease)
PER SHARE DATA:
Basic earnings per common share
$
1.69
$
1.59
6.29
%
$
3.51
$
2.96
18.58
%
Diluted earnings per common share
$
1.69
$
1.59
6.29
%
$
3.50
$
2.95
18.64
%
Cash dividends per common share
$
—
$
—
0.00
%
$
1.35
$
1.00
35.00
%
Dividends declared per common share as a percentage of basic earnings per common share
—
%
—
%
0.00
%
38.46
%
33.78
%
13.85
%
As of or For the Three Months Ended June 30,
As of or For the Six Months Ended June 30,
2026
2025
2026 - 2025 Percent Increase (Decrease)
2026
2025
2026 - 2025 Percent Increase (Decrease)
PERFORMANCE RATIOS:
Annualized return on average shareholders' equity (1)
13.76
%
14.69
%
(6.33
)%
14.46
%
14.04
%
2.99
%
Annualized return on average assets (2)
1.39
%
1.38
%
0.72
%
1.46
%
1.31
%
11.45
%
Efficiency ratio (3)
54.80
%
52.39
%
4.60
%
52.44
%
53.89
%
(2.69
)%
(1)
Annualized return on average shareholders' equity is the result of net income for the reported period on an annualized basis, divided by average shareholders' equity for the period.
(2)
Annualized return on average assets is the result of net income for the reported period on an annualized basis, divided by average assets for the period.
(3)
Efficiency ratio is the ratio of noninterest expense to the sum of net interest income and non-interest income.
June 30, 2026
December 31, 2025
2026 - 2025 Percent Increase (Decrease)
CONSOLIDATED BALANCE SHEET RATIOS:
Total capital to assets ratio
10.25
%
9.89
%
3.64
%
Equity to assets ratio (Average equity divided by average total assets)
10.10
%
9.46
%
6.77
%
Tier 1 capital to average assets
11.00
%
10.62
%
3.58
%
Non-performing asset ratio(1)
0.48
%
0.49
%
(2.04
)%
Non-performing loan ratio(2)
0.63
%
0.65
%
(2.89
)%
Book value per common share
$
49.87
$
47.89
4.13
%
(1)
The non-performing asset ratio is calculated by taking the total of our loans that are 90 days or more past due and accruing interest, nonaccrual loans and other real estate owned and dividing that sum by our total assets outstanding.
(2)
The non-performing loan ratio is calculated by taking the total of our loans that are 90 days or more past due and accruing interest and nonaccrual loans and dividing that sum by our total loans.
Net earnings of the Company for the three months ended June 30, 2026 were $20,810,000, an increase of $1,695,000, or 8.87%, from net earnings of $19,115,000 for the three months ended June 30, 2025. Net earnings of the Company increased $7,564,000, or 21.30%, to $43,071,000 for the six months ended June 30, 2026, from $35,507,000 for the six months ended June 30, 2025. The increase in net earnings for the three and six months ended June 30, 2026 was primarily due to an increase in net interest income, non-interest income, and a decrease in provision for credit losses, partially offset by an increase in non-interest expense.
The increase in net interest income for the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily due to an increase in average interest earning asset balances and a decrease in the cost of funds, partially offset by an increase in average interest bearing deposit balances and a slight decrease in the yield earned on earning assets.
The changes in non-interest income and non-interest expense are discussed in more detail below in the sections of this report titled, "Non-Interest Income" and "Non-Interest Expense". The changes in provision for credit losses are discussed in more detail below in the section of this report titled "Provision For Credit Losses".
Return on average assets ("ROA") and return on average shareholders' equity ("ROE") are common benchmarks for bank profitability and in the case of the Company are calculated by taking our annualized net earnings for the relevant period and dividing that amount by our average assets and average equity for the relevant periods, respectively. ROA and ROE measure a company’s return on investment in a format that is easily comparable to other financial institutions. ROA is a particularly important performance metric to the Company as it serves as the basis for certain employee bonuses. The ROA for the three and six months ended June 30, 2026 was 1.39% and 1.46%, respectively, while the ROA for the three and six months ended June 30, 2025 was 1.38% and 1.31%, respectively. The ROE for the three and six months ended June 30, 2026 was 13.76% and 14.46%, respectively, while the ROE for the three and six months ended June 30, 2025 was 14.69% and 14.04%, respectively. The increase in ROA for the three and six months ended June 30, 2026 and the increase in ROE for the six months ended June 30, 2026 was primarily due to an increase in net interest income resulting from the increase in earning assets and a decrease in provision for credit losses, partially offset by an increase in non-interest expense. While net earnings and shareholder's equity both increased for the three months ended June 30, 2026 when compared to the same period of 2025, the decrease in ROE between the periods is due to the growth in average shareholders' equity outpacing the growth in net earnings in the second quarter of 2026.
Effective January 1, 2026, Wilson Bank entered into a definitive agreement with an unaffiliated third party to divest of its credit card business. The transaction closed in January 2026; however, Wilson Bank will continue to subservice the credit cards until April 2027. In connection with the sale, credit card balances totaling $6.7 million were moved out of our portfolio and a premium of $1.1 million was recognized into income, based upon the sales agreement with the purchaser. The reserve for credit card points in the amount of $1.2 million was reversed and an additional expense of $120,000 for such points was recognized on the settlement date. The sale allows the Bank to redirect operational resources toward core lending activities and strategic initiatives in an effort to better position the Bank for future growth and improved operating efficiency, while also enhancing the Bank's ability to offer additional credit card products to its customers.
Net Interest Income
The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Company's gross margin. An analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 21% for each period presented.
In this schedule, "change due to volume" is the change in volume multiplied by the interest rate for the prior year. "Change due to rate" is the change in interest rate multiplied by the volume for the prior year. Changes in interest income and expense not due solely to volume or rate changes have been allocated to the “change due to volume” and “change due to rate” in proportion to the relationship of the absolute dollar amounts of the change in each category.
Non-accrual loans have been included in the loan category.
The average balances, interest, and average rates of our assets and liabilities for the three and six months ended June 30, 2026 and 2025 are presented in the following table (dollars in thousands):
Loan fees of $4,457,000 are included in interest income for the period ended June 30, 2026. Loan fees of $4,163,000 are included in interest income for the period ended June 30, 2025.
(2)
State income tax credits related to incentive loans at below market rates and tax exempt loans to municipalities.
(3)
The tax equivalent adjustment has been computed using a 21% Federal tax rate.
(4)
Annualized net interest income on a tax equivalent basis divided by average interest-earning assets.
(5)
Average interest rate on interest-earning assets less average interest rate on interest-bearing liabilities.
Loan fees of $8,075,000 are included in interest income for the period ended June 30, 2026. Loan fees of $7,737,000 are included in interest income for the period ended June 30, 2025.
(2)
State income tax credits related to incentive loans at below market rates and tax exempt loans to municipalities.
(3)
The tax equivalent adjustment has been computed using a 21% Federal tax rate.
(4)
Annualized net interest income on a tax equivalent basis divided by average interest-earning assets.
(5)
Average interest rate on interest-earning assets less average interest rate on interest-bearing liabilities.
The components of our loan yield, a key driver to our net interest margin for the three and six months ended June 30, 2026 and 2025, were as follows:
Three Months Ended June 30,
2026
2025
Interest Income
Average Yield
Interest Income
Average Yield
Loan yield components:
Contractual interest rates
69,056
6.28
%
67,700
6.42
%
Origination and other fee income
4,457
0.41
%
4,163
0.39
%
Loan state income tax credits
1,214
0.11
%
756
0.07
%
Total
$
74,727
6.80
%
$
72,619
6.88
%
Six Months Ended June 30,
2026
2025
Interest Income
Average Yield
Interest Income
Average Yield
Loan yield components:
Contractual interest rates
138,468
6.39
%
132,239
6.38
%
Origination and other fee income
8,075
0.37
%
7,737
0.37
%
Loan state income tax credits
2,284
0.11
%
1,399
0.07
%
Total
$
148,827
6.87
%
$
141,375
6.82
%
Net interest margin for the three months ended June 30, 2026 and 2025 was 3.86% and 3.73%, respectively. Net interest margin for the six months ended June 30, 2026 and 2025 was 3.89% and 3.63%, respectively. The increase in net interest margin for the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily due to the increase in average interest earning asset balances, an increase in the yield earned on securities, and a decrease in the cost of funds, and for the six months ended June 30, 2026, an increase in the yield earned on loans. The increase in net interest margin was partially offset by a decrease in the yield on accounts with depository institutions and increased average interest-bearing deposit balances, and for the three months ended June 30, 2026, a decrease in the yield earned on loans. The yield earned on loans for the three and six months ended June 30, 2026 was 6.80% and 6.87%, respectively, while the yield earned on loans for the three and six months ended June 30, 2025 was 6.88% and 6.82%, respectively. The increase in the yield earned on loans for the six months ended June 30, 2026 reflected the repricing of loans originated in prior years to current market rates and additional state tax credit loans. During the three months ended June 30, 2026, a higher proportion of variable rate loans repriced downward to current market rates and new loans were originated at lower rates compared to the previous portfolio yield as a result of increasing competitive pressures, more than offsetting the effect of upward repricing. As a result the yield earned on loans declined compared to the same period in 2025. The net interest spread was 3.49% and 3.33% for the three months ended June 30, 2026 and 2025, respectively. The net interest spread was 3.52% and 3.24% for the six months ended June 30, 2026 and 2025, respectively.
Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities and is the most significant component of the Company’s earnings. Net interest income, excluding tax equivalent adjustments relating to tax exempt securities and loans, for the three and six months ended June 30, 2026 totaled $54,433,000 and $108,261,000, respectively, compared to $48,938,000 and $93,517,000 for the three and six months ended June 30, 2025, respectively.
The increase in net interest income for the three and six months ended June 30, 2026, compared to the corresponding periods in 2025, was primarily attributable to growth in average interest-earning assets, higher yields on securities, and a lower cost of funds, partially offset by an increase in average interest-bearing deposits. The increase for the six month period was further supported by higher loan yields, while the increase for the three month period was partially offset by lower loan yields.
The ratio of average interest-earning assets to total average assets for the three and six months ended June 30, 2026 was 96.4%, compared to 96.2% for the three and six months ended June 30, 2025.
Fees earned on loans totaled $4,457,000 and $4,163,000 for the three months ended June 30, 2026 and 2025, respectively. Fees earned on loans totaled $8,075,000 and $7,737,000 for the six months ended June 30, 2026 and 2025, respectively. The increase in fees earned on loans for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was attributable to an increase in origination fees, late fees, and fees for letters of credit. For the six month period ended June 30, 2026 the
increase was partially offset by a decrease in prepayment fees. The total amount of state income tax credits and tax-exempt loan interest included in our loan yields for the three and six months ended June 30, 2026 was $1,214,000 and $2,284,000, respectively, compared to $756,000 and $1,399,000 for the three and six months ended June 30, 2025, respectively. The increase in interest and dividends earned on securities in the three and six months ended June 30, 2026 when compared to comparable periods in 2025 is due to the growth in the securities portfolio over such periods and the higher yields earned on the securities purchased throughout 2025, and in the first half of 2026, as management invested liquid funds into the securities portfolio, as well as management's decision to restructure a portion of the securities portfolio in 2025 and invest the proceeds of such restructuring in higher yielding securities. The increase in interest earned on interest bearing deposits during the six months ended June 30, 2026 when compared to the six months ended June 30, 2025 was primarily a result of higher average deposit balances, partially offset by a decrease in rates earned on these deposits as a result of the Federal Reserve lowering rates. The decrease in interest earned on interest bearing deposits during the three months ended June 30, 2026 when compared to the three months ended June 30, 2025 was primarily a result of a decrease in rates earned on these deposits, partially offset by an increase in average deposit balances.
Interest expense decreased in the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 due to a decrease in the average rate paid on interest-bearing deposits, partially offset by the increase in volume of average interest-bearing deposits. We have generally been able to lower the rates we pay on deposits as the Federal Reserve has lowered short-term interest rates; however, competitive pressures have begun to increase. Although the Federal Reserve has not adjusted the federal funds rate any further since December 2025, loan growth is outpacing deposit growth, and as a result we began to raise the rates we pay on deposits late in the second quarter of 2026. We expect interest expense to increase due to an increase in overall deposit balances and an increase in cost of funds due to competitive pressures in our markets.
The direction and speed of changes in short-term interest rates, as well as competitive pricing conditions in our markets, affect our net interest income and net interest margin. The Federal Reserve influences general market rates, including the rates offered by financial institutions on loans and deposits. Our loan portfolio is particularly sensitive to changes in the prime interest rate. The prime interest rate decreased by 175 basis points between September 18, 2024 and December 31, 2025, corresponding with a 175-basis-point reduction in the Federal Reserve’s target range for the federal funds rate. The target range remained unchanged during the first half of 2026. Management expects short-term interest rates to remain at or near current levels for the remainder of 2026. However, continued changes in economic conditions, including the pace of inflation and labor market trends, could cause the Federal Reserve to adjust the federal funds target range.
If short-term rates remain stable, competitive pricing pressure would likely be the primary driver of changes in net interest margin. During the second quarter, competition required the Company to reduce rates on certain loans and, late in the quarter, to begin raising rates on certain deposits to attract and retain funding as loan growth outpaced deposit growth. Margin compression could result if such competitive pressures increase resulting in a further decline in asset yields while deposit costs continue to rise. Looking forward, management expects net interest income to continue to benefit from balance sheet growth, although preserving or expanding net interest margin may become more challenging if competition for deposits and loans continues to intensify. Future margin performance will depend on, among other factors, the Company’s ability to generate lower-cost core deposits, maintain loan growth, and manage deposit pricing and loan yields in a competitive environment. Unanticipated changes in short-term interest rates could also place additional pressure on the Company's net interest margin and earnings.
On May 16, 2025 Moody's Investors Services downgraded the United States credit rating to Aa1 from Aaa primarily over concerns of the increased federal debt, continuing deficits, the resulting increase in interest costs and the potential inability of the government to respond to future economic events.
The downgrade could potentially lead to higher interest rates which would likely impact financial market stability and volatility. Management will continue to evaluate the impact of the change in the rating and incorporate the information into its current risk management and financial analysis.
Provision for Credit Losses
The provision for credit losses represents a charge to earnings necessary to establish an ACL that, in management's evaluation is adequate to provide coverage for all expected credit losses. The determination of the amount of the ACL is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, "Summary of Significant Accounting Policies" in the notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for a detailed discussion regarding ACL methodology.
The provision for credit losses-loans of $1,028,000 for the three months ended June 30, 2026 was primarily driven by loan growth while improved national economic results were offset by declining local economic conditions, and a single deterioration in the collateral value of an individually measured loan. There was a provision of $2,507,000 for the three months ended June 30, 2025 primarily driven by a branch acquisition, deterioration in the national and local economic outlook, and loan growth.
The provision for credit losses-loans of $3,569,000 for the six months ended June 30, 2026 was primarily driven by loan growth, declining local economic conditions, and deterioration in the collateral values of individually measured loans. The provision of $4,740,000 for the six months ended June 30, 2025 was primarily driven by loan growth and deterioration in the national and local economic outlook.
There was a provision for credit losses-off balance sheet exposures of $572,000 for the three months ended June 30, 2026 related to increased loan commitments. There was a provision of $123,000 for the credit losses-off balance sheet exposures for the three months ended June 30, 2025.
There was a provision for credit losses-off balance sheet exposures of $716,000 for the six months ended June 30, 2026 primarily driven by increased loan commitments. There was a benefit for credit losses-off balance sheet exposures of $270,000 for the six months ended June 30, 2025.
The following detail provides a breakdown of the provision for credit loss-loans expense and net (charge-offs) recoveries as of and for the six months ended June 30, 2026 and 2025:
In Thousands, Except Percentages
Provision for Credit Loss - Loans Expense (Benefit)
Net (Charge-Offs) Recoveries
Average Loans
Ratio of Net (Charge-offs) Recoveries to Average Loans
June 30, 2026
Residential 1-4 family real estate
$
1,438
$
(239
)
$
1,297,554
(0.02
%)
Commercial and multi-family real estate
1,271
—
1,648,802
—
Construction, land development and farmland
(605
)
6
877,276
—
Commercial, industrial and agricultural
791
(50
)
179,335
(0.03
)
1-4 family equity lines of credit
184
(12
)
268,466
-—
Consumer and other
490
(505
)
98,896
(0.51
)
Total
$
3,569
$
(800
)
$
4,370,329
(0.02
)%
June 30, 2025
Residential 1-4 family real estate
$
3,910
$
17
1,162,327
—
%
Commercial and multi-family real estate
(3,539
)
—
1,576,544
—
Construction, land development and farmland
2,397
6
944,176
—
Commercial, industrial and agricultural
1,666
(108
)
146,621
(0.07
)
1-4 family equity lines of credit
(405
)
—
240,595
—
Consumer and other
711
(298
)
111,598
(0.27
)
Total
$
4,740
$
(383
)
$
4,181,861
(0.01
)%
The provision for credit losses-loans charged to operating expense requires us to estimate all expected credit losses over the remaining life of our loan portfolio. Factors which, in management’s judgment, deserve current recognition in estimating expected credit losses include growth and composition of the loan portfolio, review of specific problem loans, the relationship of the ACL to outstanding loans, adverse situations and/or current economic conditions that may affect our borrowers' ability to repay and the estimated value of any underlying collateral.
There was no provision for credit losses on available-for-sale securities for the three and six months ended June 30, 2026 and 2025, respectively.
Our non-interest income is composed of several components, some of which vary significantly between quarterly and annual periods. The following is a summary of our non-interest income for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
$ Increase (Decrease)
% Increase (Decrease)
2026
2025
$ Increase (Decrease)
% Increase (Decrease)
Service charges on deposit accounts
$
2,339
$
2,193
$
146
6.66
%
$
4,613
$
4,253
$
360
8.46
%
Brokerage income
2,962
2,456
506
20.60
5,553
4,868
685
14.07
Debit and credit card interchange income, net
2,515
2,491
24
0.96
4,146
4,358
(212
)
(4.86
)
Other fees and commissions
406
396
10
2.53
786
796
(10
)
(1.26
)
Premium on credit card portfolio sale
—
—
—
—
1,127
—
1,127
100.00
Income on BOLI and annuity contracts
590
594
(4
)
(0.67
)
1,275
1,197
78
6.52
Gain on sale of loans
577
831
(254
)
(30.57
)
1,303
1,562
(259
)
(16.58
)
Mortgage servicing income (loss)
99
(5
)
104
N/M
193
(6
)
199
N/M
Credit card revenue share
77
—
77
100.00
147
—
147
100.00
Loss on sale of fixed assets
(3
)
(6
)
3
50.00
(6
)
(12
)
6
50.00
Gain (loss) on sale of securities, net
—
(2
)
2
100.00
—
11
(11
)
(100.00
)
Loss on sale of other real estate
(145
)
—
(145
)
(100.00
)
(145
)
—
(145
)
(100.00
)
Loss on sale of other assets
(2
)
(4
)
2
50.00
(4
)
(2
)
(2
)
(100.00
)
Loss on sale of investment in joint venture
—
(4
)
4
100.00
—
(4
)
4
100.00
Other income
5
2
3
150.00
42
18
24
133.33
Total non-interest income
$
9,420
$
8,942
$
478
5.35
%
$
19,030
$
17,039
$
1,991
11.68
%
The increase in non-interest income for the three months ended June 30, 2026 when compared to the three months ended June 30, 2025 is primarily attributable to the increase in brokerage income and service charges on deposit accounts partially offset by a decrease in gain on sale of loans and an increase in loss on sale of other real estate. The increase in non-interest income for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025 is primarily attributable to the premium on credit card portfolio sale, increase in brokerage income, and service charges on deposit accounts offset by a decrease in gain on sale of loans, debit and credit interchange income, and an increase in loss on sale of other real estate.
The increase in brokerage income for the three and six months ended June 30, 2026 when compared to the three and six months ended June 30, 2025 was due to continued client acquisitions resulting in an increase of overall production and market share coupled with the continued growth and positive returns of the investment markets.
The increase in service charges on deposit accounts for the three and six months ended June 30, 2026 when compared to the three and six months ended June 30, 2025 was primarily due to an increase in overdraft fees.
In connection with the sale of our credit card portfolio a premium of $1.1 million was recognized into income for the six months ended June 30, 2026, based upon the sales agreement with the third party to whom we sold the portfolio.
The decrease in gain on sale of loans for the three and six months ended June 30, 2026 when compared to the three and six months ended June 30, 2025 was primarily attributable to higher mortgage interest rates, which reduced the value of residential mortgage loans sold during the periods.
The decrease in debit and credit card interchange income for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025 was due to the sale of the Company's credit card portfolio mentioned above.
The increase in loss on sale of other real estate for the three and six months ended June 30, 2026 when compared to the three and six months ended June 30, 2025 was primarily due to the sale of a foreclosed residential property.
Non-interest expense consists primarily of employee costs, occupancy expenses, furniture and equipment expenses, advertising and public relations expenses, data processing expenses, directors' fees, audit, legal and consulting fees, FDIC insurance and other operating expenses. The following is a summary of our non-interest expense for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
$ Increase (Decrease)
% Increase (Decrease)
2026
2025
$ Increase (Decrease)
% Increase (Decrease)
Salaries and employee benefits
$
22,750
$
18,511
$
4,239
22.90
%
$
42,290
$
36,383
$
5,907
16.24
%
Occupancy expenses, net
1,702
1,542
160
10.38
3,374
3,001
373
12.43
Advertising & public relations expense
1,388
1,049
339
32.32
2,159
1,792
367
20.48
Furniture and equipment expense
682
749
(67
)
(8.95
)
1,359
1,512
(153
)
(10.12
)
Data processing expense
3,180
2,876
304
10.57
6,276
5,490
786
14.32
Directors’ fees
184
186
(2
)
(1.08
)
373
339
34
10.03
FDIC insurance
575
1,025
(450
)
(43.90
)
1,514
2,156
(642
)
(29.78
)
Audit, legal & consulting expenses
901
574
327
56.97
1,901
1,474
427
28.97
Other operating expenses
3,628
3,810
(182
)
(4.78
)
7,511
7,433
78
1.05
Total non-interest expense
$
34,990
$
30,322
$
4,668
15.39
%
$
66,757
$
59,580
$
7,177
12.05
%
The increase in non-interest expense for the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily attributable to increases in salaries and employee benefits, occupancy expense, data processing expense, audit, legal and consulting, and advertising & public relations expense, partially offset by a reduction in FDIC insurance.
The increase in salaries and benefits in the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily attributable to normal annual salary increases, an increased number of employees, promotions, the implementation of a higher minimum starting wage, and an increased bonus accrual based on higher projected earnings.
The increase in occupancy expense in the three months and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily attributable to expense related to the remodel of multiple branches.
The increase in data processing expense in the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily due to implementation of additional information security solutions, additional software licensing needs, and an increase in the overall number of customers. The Company anticipates that data processing expenses will continue to increase as the Company's operations and employee base grows, the demand for digital products and services from employees and customers increases, and the cyber threat environment grows.
The increase in audit, legal and consulting expenses in the three and six months ended June 30, 2026, compared with the comparable periods in 2025 was primarily due to higher independent audit fees and consulting costs related to the implementation of a new human capital management system.
The increase in advertising and public relations expense in the three and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily due to higher costs associated with marketing products and services, reflecting the impact of inflationary and broader economic conditions on advertising and related vendor expenses. In addition, the Bank increased its marketing and customer acquisition efforts across its footprint during the three and six months ended June 30, 2026 to support strategic deposit and loan growth initiatives. These investments were made to strengthen customer acquisition, maintain existing market share, and enhance the Bank's competitive position in both new and existing markets.
The decrease in FDIC insurance in the three months and six months ended June 30, 2026 when compared to the comparable periods in 2025 was primarily attributable to a decrease in our FDIC assessment rate.
The efficiency ratio is a common and comparable KPI used in the banking industry. The Company uses this metric to monitor how effective management is at using our internal resources. It is calculated by dividing our non-interest expense by our net interest income plus non-interest income. The efficiency ratio for the three months ended June 30, 2026 and 2025 was 54.80% and 52.39%, respectively, while the efficiency ratio for the six months ended June 30, 2026 and 2025 was 52.44% and 53.89%, respectively. The improvement in the efficiency ratio for the six months ended June 30, 2026 compared to the comparable period in 2025 was primarily
due to the increase in net interest income outpacing the increase in non-interest expense. The efficiency ratio for the three months ended June 30, 2026 trended higher compared to the comparable period in 2025 as a result of the increase in non-interest expense outpacing the increase in net interest income.
Income Taxes
The Company's income tax expense for the three months ended June 30, 2026 was $6,453,000, an increase of $660,000 from $5,793,000 for the three months ended June 30, 2025. Income tax expense for the six months ended June 30, 2026 was $13,178,000, an increase of $2,204,000 from $10,974,000 for the six months ended June 30, 2025. The percentage of income tax expense to net income before taxes was 23.67% and 23.24% for the three months ended June 30, 2026 and 2025, respectively, while it was 23.43% and 23.60% for the six months ended June 30, 2026 and 2025, respectively. Our effective tax rate represents our blended federal and state rate of 26.14% affected by the impact of anticipated favorable permanent differences between our book and taxable income such as share-based compensation, bank-owned life insurance, income earned on tax-exempt securities and loans, and certain state tax credits, offset in part by the limitation on deductibility of meals and entertainment expense and non-deductible executive compensation.
Financial Condition
Balance Sheet Summary
The Company’s total assets increased $101,389,000, or 1.72%, to $5,980,345,000 at June 30, 2026 from $5,878,956,000 at December 31, 2025. Loans, net of ACL, totaled $4,422,772,000 at June 30, 2026, a 2.95% increase compared to $4,296,095,000 at December 31, 2025. In 2026, management is targeting owner-occupied commercial real estate, residential real estate lending and small business lending as areas of focus. Total liabilities increased by 1.32% to $5,367,324,000 at June 30, 2026 compared to $5,297,271,000 at December 31, 2025.
Loans
The following details the loans of the Company at June 30, 2026 and December 31, 2025:
June 30, 2026
December 31, 2025
Balance
% of Portfolio
Balance
% of Portfolio
Balance $ Increase (Decrease)
Balance % Increase (Decrease)
Residential 1-4 family real estate
$
1,352,172
30.1
%
$
1,277,698
29.3
%
$
74,474
5.83
%
Commercial and multi-family real estate
1,706,290
38.0
1,635,488
37.5
70,802
4.33
Construction, land development and farmland
878,043
19.5
900,013
20.6
(21,970
)
(2.44
)
Commercial, industrial and agricultural
183,892
4.1
179,583
4.1
4,309
2.40
1-4 family equity lines of credit
280,418
6.2
263,707
6.0
16,711
6.34
Consumer and other
93,094
2.1
107,348
2.5
(14,254
)
(13.28
)
Total loans before net deferred loan fees
$
4,493,909
100.0
%
$
4,363,837
100.0
%
$
130,072
2.98
%
Total loan growth net of deferred loan fees for the first half of 2026 was $129,446,000, or 2.97%, from December 31, 2025. Contributing to the Bank loan growth in the first half of 2026 were the continued population growth and corporate relocations in the Bank's primary market areas and increased marketing efforts. The increase in residential 1-4 family real estate loans is attributable to the Bank successfully growing its residential portfolio through enhanced marketing efforts in the Bank's market areas, and the increase the Bank is seeing in the investor sector of 1-4 family. The increase in commercial and multi-family real estate loans is primarily attributable to continued economic growth and expansion in the Bank's primary market areas.
Because construction loans remain a meaningful portion of our portfolio, the Bank has implemented an additional layer of monitoring as it seeks to avoid advancing funds that exceed the present value of the collateral securing the loan. The responsibility for monitoring percentage of completion and distribution of funds tied to these completion percentages is with the Credit Administration Department, which is independent of the lending function. The Bank continues to seek to diversify its real estate portfolio as it seeks to lessen concentrations in any one type of loan.
Allowance for Credit Losses
The current expected credit losses ("CECL") methodology requires us to estimate all expected credit losses over the remaining life of our loan portfolio when calculating our ACL for loans. The provision for credit losses for loans represents a charge to earnings necessary to establish an ACL that, in management’s evaluation, is adequate to provide coverage for all expected credit losses on loans.
The ACL for loans represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions
considering macroeconomic forecasts. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is reasonably assured. Subsequent recoveries, if any, are credited to the allowance. The ACL for loans is based on the loan's amortized cost basis, excluding accrued interest receivables, as we promptly charge off accrued interest receivable determined to be uncollectible. We determine the appropriateness of the allowance through quarterly discounted cash flow modeling of the loan portfolio which considers lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. In future quarters, we may update information and forecasts that may cause significant changes in the estimate in those future quarters.
Our ACL for loans at June 30, 2026 reflects an amount deemed appropriate to adequately cover all expected future losses as of the date the allowance is determined based on our ACL for loans assessment methodology. The ACL for loans (net of charge-offs and recoveries) increased to $57,803,000 at June 30, 2026 from $55,034,000 at December 31, 2025, primarily driven by loan growth, declining local economic conditions, and deterioration in the collateral values of individually measured loans. The ACL for loans was 1.29% of total loans outstanding at June 30, 2026 compared to 1.26% at December 31, 2025. The allowance coverage ratio of non-performing loans was 204.0% and 194.3%, at June 30, 2026 and December 31, 2025, respectively. The improvement was primarily a result of the increase in our ACL.
The following schedule provides an allocation of the ACL for loans by portfolio segment for the Company as of June 30, 2026 and December 31, 2025:
In Thousands, Except Percentages
Amount of Allowance Allocated
Percent of Loans in Each Category to Total Loans
Total Loans
Ratio of Allowance Allocated to Loans in Each Category
June 30, 2026
Residential 1-4 family real estate
$
16,944
30.1
%
$
1,352,172
1.25
%
Commercial and multi-family real estate
17,276
38.0
1,706,290
1.01
Construction, land development and farmland
16,164
19.5
878,043
1.84
Commercial, industrial and agricultural
4,174
4.1
183,892
2.27
1-4 family equity lines of credit
1,775
6.2
280,418
0.63
Consumer and other
1,470
2.1
93,094
1.58
Total
$
57,803
100.0
%
4,493,909
1.29
Net deferred loan fees
(13,334
)
$
4,480,575
1.29
%
December 31, 2025
Residential 1-4 family real estate
$
15,745
29.3
%
$
1,277,698
1.23
%
Commercial and multi-family real estate
16,005
37.5
1,635,488
0.98
Construction, land development and farmland
16,763
20.6
900,013
1.86
Commercial, industrial and agricultural
3,433
4.1
179,583
1.91
1-4 family equity lines of credit
1,603
6.0
263,707
0.61
Consumer and other
1,485
2.5
107,348
1.38
Total
$
55,034
100.0
%
4,363,837
1.26
Net deferred loan fees
(12,708
)
$
4,351,129
1.26
%
The ACL for loans is an amount that management believes will be adequate to absorb expected losses on existing loans that may become uncollectible as of the measurement date. The ACL for loans as a percentage of total loans outstanding at June 30, 2026, net of deferred fees, increased from the year ended December 31, 2025. The increase was primarily driven by the factors mentioned above.
We measure expected credit losses over the life of each loan utilizing two methods. For credit cards, we use the remaining life method to estimate credit losses. For all other portfolios, we use discounted cash flow models which measure probability of default and loss given default. The measurement of expected credit losses for loan segments utilizing discounted cash flow is impacted by certain macroeconomic variables. Models are adjusted to reflect the current impact of certain macroeconomic variables as well as their expected changes over a reasonable and supportable forecast period.
In estimating expected credit losses as of June 30, 2026, we utilized then available forecasts of macroeconomic variables over our reasonable and supportable horizon based on the review of a variety of forecasts of the U.S. economy provided by Moody's Analytics.
Key economic variables as forecasted and utilized in our models include: (i) U.S. Gross Domestic Product ("GDP") with annual growth rates in the range of 1.6% to 2.0%; (ii) U.S. unemployment rates in the range of approximately 4.4% to 4.6%; (iii) Home Price Index annual growth rates in the range of approximately 1.4% to 2.0%; (iv) CRE Price Index annual growth rates in the range of approximately -2.2% to 0.6%; and (v) Gross Private Investment annual growth rates in the range of approximately 2.4% and 5.8%.
We adjust model results using qualitative factor ("Q-Factor") adjustments. Q-Factor adjustments are based upon management guidance, judgment and current assessment as to the impact of risks related to changes in lending policies and procedures; economic and business conditions; loan portfolio attributes and credit concentrations; and external factors, among other things, that are not already captured within the modeling inputs, assumptions and other processes. Management reviews and assesses the potential impact of such items and adjusts the modeled expected credit loss by an aggregate adjustment percentage based upon the assessment.
Our charge-off policy for collateral dependent loans is similar to our charge-off policy for all loans in that loans are charged-off in the month when a determination is made that the loan is uncollectible. Net charge-offs increased by $417,000 to $800,000 for the six months ended June 30, 2026, compared to net charge-offs of $383,000 for the six months ended June 30, 2025. Net charge-offs increased by $339,000 to $472,000 for the three months ended June 30, 2026 compared to the net charge-offs of $133,000 for the three months ended June 30, 2025. The ratio of net charge-offs to average total outstanding loans was 0.02% and 0.01% for the six months ended June 30, 2026 and 2025, respectively. Overall, the Bank experienced minimal charge-offs during the three and six months ended June 30, 2026 and it is expected that charge-offs will continue to be modest for the remainder of 2026; however, a deterioration in economic conditions may negatively impact charge-offs in the future.
We also maintain an ACL on off-balance sheet exposures, which increased $716,000 from $2,340,000 at December 31, 2025 to $3,056,000 at June 30, 2026 as a result of increased commitments.
The level of the allowance and the amount of the provision for credit losses involve evaluation of uncertainties and matters of judgment. The Company maintains an ACL for loans which management believes is adequate to absorb losses in the loan portfolio. A formal calculation is prepared quarterly by the Company's Chief Financial Officer to determine the adequacy of the ACL and provided to the Board of Directors. The calculation includes an evaluation of historical default and loss experience, current and forecasted economic conditions, an evaluation of Q-Factors, industry and peer bank loan quality indicators and other factors. See the discussion above under “Application of Critical Accounting Policies and Accounting Estimates” for more information. Management believes the ACL at June 30, 2026 to be adequate, but if forecasted economic conditions do not meet management’s current expectations, the ACL may require an increase through additional provision for credit loss expense which would negatively impact earnings.
For additional discussion regarding our ACL, see “Provision for Credit Losses and Allowance for Credit Losses” above.
Securities
Securities increased $86,370,000, or 8.94%, to $1,052,874,000 at June 30, 2026 from $966,504,000 at December 31, 2025. The increase is primarily due to the purchase of new securities, partially offset by the run-off of our declining balance securities. The average yield, excluding tax equivalent adjustment, of the securities portfolio at June 30, 2026 was 3.17% with a weighted average life of 6.50 years, as compared to an average yield of 3.02% and a weighted average life of 7.05 years at December 31, 2025. The weighted average lives on mortgage-backed securities reflect the repayment rate used for book value calculations.
For available-for-sale debt securities in an unrealized loss position, we evaluate the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized through the ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via provision for credit loss. At June 30, 2026 and December 31, 2025, we determined that the decline we experienced in fair value of available-for-sale securities below the amortized cost basis of the securities was driven by changes in interest rates and not due to credit-related factors. Therefore, there was no provision for credit loss recognized during the three and six months ended June 30, 2026 with respect to our available-for-sale securities, nor was there an ACL on available-for-sale securities.
Premises and Equipment
Premises and equipment increased $300,000, or 0.48%, from December 31, 2025 to June 30, 2026. The primary reason for the increase was due to ATM software updates and replacement of certain ATMs and remodeling of certain branches, partially offset by current year depreciation of $1,968,000.
Deposits increased by $64,839,000, or 1.24%, in the first half of 2026 from December 31, 2025, primarily due to growth in market share and concerted marketing efforts to drive deposit growth which resulted in the opening of new deposit accounts. The Company had no brokered deposits at June 30, 2026 or December 31, 2025.
The average balance and weighted average interest rate paid for deposit types for the quarters ended June 30, 2026, December 31, 2025 and June 30, 2025 are detailed in the following schedule:
June 30, 2026
December 31, 2025
June 30, 2025
Average
Average
Average
Balance
Balance
Balance
In
Average
In
Average
In
Average
Thousands
Rate
Thousands
Rate
Thousands
Rate
Non-interest bearing deposits
$
420,098
—
%
$
413,832
—
%
$
393,384
—
%
Interest-bearing deposits:
Negotiable order of withdrawal accounts
990,059
0.71
949,722
0.74
952,158
0.83
Money market demand accounts
1,583,262
2.39
1,508,811
2.52
1,421,808
2.56
Time deposits
1,910,073
3.77
1,904,043
4.00
1,831,659
4.20
Other savings
449,773
1.54
464,830
2.09
396,779
1.94
Total interest-bearing deposits
4,933,167
2.51
%
4,827,406
2.71
%
4,602,404
2.80
%
Total deposits
$
5,353,265
2.31
%
$
5,241,238
2.50
%
$
4,995,788
2.58
%
At June 30, 2026 and December 31, 2025, we estimate that we had approximately $1.4 billion and $1.5 billion in uninsured deposits, which are the portion of deposit amounts that exceed the FDIC insurance limit. Approximately 25% of our total deposits exceeded the FDIC deposit insurance limits at June 30, 2026. However, we offer large depositors access to the Certificate of Deposit Account Registry Service (“CDARS”) and the Insured Cash Sweep (“ICS Product”), which allows us to divide customers' deposits that exceed the FDIC insurance limits into smaller amounts, below the FDIC insurance limits, and place those excess deposits in other participating FDIC insured institutions with the convenience of managing all deposit accounts through our Bank. Our total deposits in CDARS and the ICS Products increased to $274,893,000, or 5.18% of total deposits, at June 30, 2026, compared to $262,733,000, or 5.01% of total deposits, at December 31, 2025.
Principal maturities of certificates of deposit and individual retirement accounts at June 30, 2026 are as follows:
In Thousands
Maturity
2026
$
939,977
2027
663,424
2028
282,321
2029
14,570
2030
1,306
Thereafter
457
$
1,902,055
The Company has a concentration of deposit accounts with public bodies, such as state or local municipalities. The aggregate balance of these public fund deposits at June 30, 2026 and December 31, 2025 were $654,517,000 and $656,331,000, respectively, which represented 12.3% and 12.5% of total deposits, respectively.
The increase in total liabilities since December 31, 2025 was composed of a $64,839,000, or 1.24%, increase in total deposits and a $5,214,000, or 9.83%, increase in accrued interest and other liabilities. The increase in accrued interest and other liabilities since December 31, 2025 was primarily attributable to the reserve for employee bonus payable for 2026 and undisbursed insurance proceeds held on behalf of borrowers, partially offset by a decrease in interest payable on deposits.
Non-Performing Assets
Non-performing loans, which included nonaccrual loans and loans 90 days past due, at June 30, 2026 totaled $28,328,000, which is unchanged from December 31, 2025. Non-performing loans in the commercial real estate segment decreased, offset by
increases in the residential l-4 family real estate, construction, land development and farmland, and 1-4 family equity lines of credit segments. The decrease in non-performing loans in the commercial real estate segment is primarily due to the payoff of a single large loan relationship. The increases in the construction, land development and farmland, residential 1-4 family real estate, and 1-4 family equity lines of credit segments were primarily due to the addition of multiple loan relationships in each segment. Management believes that it is possible that it could incur losses on its non-performing loans but believes that these losses should not exceed the amount in the ACL for loans already allocated to these loans, unless there is unanticipated deterioration of local real estate values.
Included in non-performing loans at June 30, 2026 were $6.4 million of modified loans associated with four residential 1-4 family real estate loan relationships, two construction, land development and farmland loan relationships, and one commercial real estate loan relationship. These loans represented 61.2% of the loans modified within the twelve months prior to June 30, 2026.
The net non-performing asset ratio ("NPA") is used as a measure of the overall quality of the Company's assets. Our NPA ratio is calculated by taking the total of our loans that are 90 days or more past due and accruing interest, nonaccrual loans and other real estate owned and dividing that sum by our total assets outstanding. Our NPA ratio for the periods ended June 30, 2026 and December 31, 2025 was 0.48% and 0.49%, respectively. This decrease was primarily due to an increase in total assets as our total non-performing assets was largely unchanged from December 31, 2025.
Other loans may be classified as collateral dependent when the current net worth and financial capacity of the borrower or of the collateral pledged, if any, is viewed as inadequate and it is probable that the Company will be unable to collect the scheduled payments of principal and interest due under the contractual terms of the loan agreement. Such loans generally have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt, and if such deficiencies are not corrected, there is a probability that the Company will sustain some loss. In such cases, interest income continues to accrue as long as the loan does not meet the Company’s criteria for nonaccrual status. Collateral dependent loans are measured at the fair value of the collateral less estimated selling costs. If the fair value of the collateral dependent loan less estimated selling costs is less than the recorded investment in the loan, the Company shall recognize impairment by creating a valuation allowance with a corresponding charge to the provision for credit losses or by adjusting an existing valuation allowance for the collateral dependent loan with a corresponding charge or credit to the provision for credit losses.
At June 30, 2026 the Company had an amortized cost basis in collateral dependent loans totaling $18,388,000, a decrease of $3,705,000 from an amortized cost basis in collateral dependent loans totaling $22,093,000 at December 31, 2025. The decrease during the six months ended June 30, 2026 as compared to December 31, 2025 is primarily due to the payoff of the single large loan relationship mentioned above and a decrease in the residential 1-4 family real estate segment, partially offset by the addition of loans in the construction, land development and farmland and the 1-4 family equity lines of credit segments. Management periodically evaluates the criteria for classifying collateral dependent loans based on the risk rating and the dollar amount of the loan. As of June 30, 2026, a $1,134,000 valuation allowance was recorded on collateral dependent loans due to four loan relationships compared to a valuation allowance of $532,000 due to two loan relationships as of December 31, 2025. The ACL for loans related to collateral dependent loans was measured based upon the estimated fair value of related collateral less estimated selling costs.
Total past due and nonaccrual loans at June 30, 2026 were $44,400,000, a decrease of $6,365,000 from $50,765,000 at December 31, 2025. The decrease was largely due to the payoff of the single commercial real estate loan as mentioned above, partially offset by increases in the construction, land development and farmland, the residential 1-4 family real estate, and the 1-4 family equity lines of credit segments.
The Company recognized $172,000 and reversed $90,000 out of interest income on nonaccrual loans for the three months ended June 30, 2026. The Company recognized $2,764,000 and reversed $326,000 out of interest income on nonaccrual loans for the six months ended June 30, 2026. The impact on net interest income from nonaccrual loans was not material to the Company's results for the three and six months ended June 30, 2025. At June 30, 2026 and December 31, 2025, nonaccrual loans for which no related ACL was recorded totaled $11,082,000 and $17,482,000, respectively.
Our internally classified loans decreased $820,000, or 1.28%, to $63,078,000 at June 30, 2026, from $63,898,000 at December 31, 2025, primarily due to the payoff of the single large commercial real estate loan mentioned above, offset by the downgrade of multiple borrowers in the construction, land development and farmland, residential 1-4 family real estate, and 1-4 family equity lines of credit segments. Loans are listed as classified when information obtained about possible credit problems of the borrower has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. Management continues to develop and execute performance improvement plans with these borrowers and continues to believe these loans are well collateralized. If economic uncertainty remains in the market, or management's performance improvement plan proves to be unsuccessful, our classified loan balances and non-performing assets could increase further.
The Company’s management seeks to maximize net interest income by managing the Company’s assets and liabilities within appropriate constraints on capital, liquidity and interest rate risk. Liquidity is a measure of our ability to meet our cash flow requirements, including inflows and outflows of cash for depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs. Several factors influence our liquidity needs, including depositor and borrower activity, interest rate trends, changes in the economy, maturities, re-pricing and interest rate sensitivity of our debt securities, loan portfolio and deposits. We strive to maintain appropriate levels of liquidity. We calculate our liquidity ratio by taking cash and due from banks, interest bearing deposits, federal funds sold, and available-for-sale debt securities not pledged as collateral and dividing by total assets. Our total liquidity ratios were 12.74% at June 30, 2026 and 13.32% at December 31, 2025. The decrease in our liquidity ratio in the first six months of 2026 is primarily attributable to a decrease in liquid assets primarily due to loan growth outpacing deposit growth, partially offset by an increase in unpledged available-for-sale securities.
The Company’s primary source of liquidity is a stable core deposit base. In addition, federal funds purchased, Federal Home Loan Bank advances, and brokered deposits provide a secondary source of liquidity. These sources of liquidity are generally short-term in nature and are used to fund asset growth and meet other short-term liquidity needs. Liquidity needs can also be met from loan payments and investment security sales or maturities. While maturities and scheduled amortization of loans and debt securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. At June 30, 2026, the Company’s liquid assets totaled $761.7 million, a decrease from $782.8 million at December 31, 2025, though a portion of these liquid assets include available-for-sale securities that are in an unrealized loss position at June 30, 2026. If the Company was required to sell any of these securities, including to meet liquidity needs, while they are in an unrealized loss position, the Company would be required to recognize the loss on those securities through the income statement when they are sold. Recognition of these losses would negatively impact the Bank's and the Company's regulatory capital levels. Additionally, as of June 30, 2026, the Company had available approximately $175.7 million in unused federal funds lines of credit with regional banks and, subject to certain restrictions and collateral requirements, approximately $642.1 million of borrowing capacity with the Federal Home Loan Bank of Cincinnati to meet short term funding needs. The Company maintains a formal asset and liability management process in an effort to quantify, monitor and control interest rate risk and to assist management as management seeks to maintain stability in net interest margin under varying interest rate environments. The Company accomplishes this process through the development and implementation of lending, funding and pricing strategies designed to maximize net interest income under varying interest rate environments subject to specific liquidity and interest rate risk guidelines and competitive market conditions.
Securities classified as available-for-sale include securities intended to be used as part of the Company’s asset/liability strategy and/or securities that may be sold in response to changes in interest rate, prepayment risk, or the need to fund loan demand or other liquidity needs. At June 30, 2026, securities totaling approximately $86.3 million mature or will be subject to rate adjustments within the next twelve months.
A secondary source of liquidity is the Company’s loan portfolio. At June 30, 2026, loans totaling approximately $533.8 million will become due within twelve months from that date.
As for liabilities, at June 30, 2026, certificates of deposit of $250,000 or greater totaling approximately $541.8 million will become due or reprice during the next twelve months. Historically, there has been no significant reduction in immediately withdrawable accounts such as negotiable order of withdrawal accounts, money market demand accounts, demand deposit accounts and regular savings accounts. Management does not anticipate that there will be significant withdrawals from these accounts in the future.
Management believes that with present maturities, borrowing capacity with the Federal Home Loan Bank of Cincinnati and the efforts of management in its asset/liability management program, the Company should be able to meet its liquidity needs in the near term future.
Asset Liability Management
Analysis of rate sensitivity and rate gap analysis are the primary tools used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Included in the analysis are cash flows and maturities of financial instruments held for purposes other than trading, changes in market conditions, loan volumes and pricing and deposit volume and mix. These assumptions are inherently uncertain, and, as a result, net interest income cannot be precisely estimated nor can the impact of higher or lower interest rates on net interest income be precisely predicted. Actual results will differ due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management’s strategies, among other factors.
The Company also uses simulation modeling to evaluate both the level of interest rate sensitivity as well as potential balance sheet strategies. The Company's Asset Liability Committee ("ALCO") meets quarterly to analyze the interest rate shock simulation. The interest rate shock simulation model is based on a number of assumptions. The assumptions include, but are not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability
cash flows and balance sheet management strategies. We model instantaneous change in interest rates using a growth in the balance sheet as well as a flat balance sheet to understand the impact to earnings and capital. Based on the Company's interest rate shock simulation, the Company had a slightly asset-sensitive interest-rate risk position as of June 30, 2026, which means that in general, our assets should reprice quicker than our liabilities, and as a result net interest income should increase in a rising rate environment and decrease in a falling rate environment. However, the Company’s net interest margin and earnings could be negatively impacted if competitive pressures or other factors limit its ability to increase loan yields while controlling deposit costs in a rising rate environment, or to reduce deposit costs while limiting declines in loan yields in a falling rate environment. Net interest margin and earnings could also be negatively impacted if loan growth outpaces the Company’s ability to add lower cost core deposits. The Company also uses Economic Value of Equity (“EVE”) sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital. EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest rate scenarios. The EVE is a longer term view of interest rate risk because it measures the present value of the future cash flows. Presented below is the estimated impact on the Bank’s net interest income and EVE as of June 30, 2026, assuming an immediate shift in interest rates:
% Change from Base Case for Immediate Parallel Changes in Rates
-300 BP
-200 BP
-100 BP
+100 BP
+200 BP
+300 BP
Net interest income
(5.24
)%
(3.72
)%
(2.15
)%
(0.16
)%
(0.50
)%
(1.11
)%
EVE
(15.90
)%
(7.57
)%
(3.07
)%
(0.56
)%
(1.82
)%
(3.76
)%
While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, we believe that a gradual shift in interest rates would have a more modest impact. Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate any potential adverse impact of changes in interest rates. Moreover, since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, hedging strategies that we may institute, and changing product spreads that could mitigate any potential adverse impact of changes in interest rates.
Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both immediate and long-term earnings through funds management/interest rate risk management. The Company’s rate sensitivity position has an important impact on earnings. Senior management of the Company analyzes the rate sensitivity position quarterly. Management focuses on the spread between the Company’s cost of funds and interest yields generated primarily through loans and investments.
In addition to the ALCO, the Audit Committee and the Risk Oversight Committee are all responsible for the “risk management framework” of the Company. The ALCO meets monthly and the Audit and Risk Oversight Committees meet quarterly, with the authority to convene additional meetings, as circumstances require.
Off Balance Sheet Arrangements
At June 30, 2026, we had unfunded loan commitments outstanding of $1,340,987,000 and outstanding standby letters of credit of $158,356,000, compared to $1,202,566,000 and $150,374,000, respectively, at December 31, 2025. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank has the ability to liquidate federal funds sold or securities available-for-sale or on a short-term basis to borrow and purchase federal funds from other financial institutions. Additionally, the Bank could sell participations in these or other loans to correspondent banks. The Bank has historically been able to fund its ongoing liquidity needs through its stable core deposit base, loan payments, investment security maturities and short-term borrowings.
Capital Position and Dividends
At June 30, 2026, total shareholders’ equity was $613,021,000, or 10.25% of total assets, which compares with $581,685,000, or 9.89% of total assets, at December 31, 2025. The increase in shareholders’ equity during the six months ended June 30, 2026 is the result of the net effect of $821,000 related to stock option compensation and RSUs, the Company’s net earnings of $43,071,000, proceeds from the issuance of common stock related to exercise of stock options of $118,000, and $3,000 in the forfeiture of restricted stock units. The increase in shareholders' equity was partially offset by cash dividends declared of $16,451,000, of which $10,859,000 was reinvested under the Company’s dividend reinvestment plan, and an increase of $7,028,000 in unrealized losses on investment securities, net of applicable income taxes of $2,486,000, and the $57,000 repurchase of common stock from a limited number of the Company's shareholders.
On January 26, 2026 the Company's Board of Directors authorized an $8.0 million share repurchase program that commenced upon expiration of the previous program, which expired on March 31, 2026. This authorization remains in effect through March 31, 2027. The Company repurchased 346 shares of the Company's common stock at an average price of $81.95 under this repurchase program during the second quarter of 2026. As of this filing, the Company has repurchased an additional 424 shares of the Company's common stock at an average price of $83.45 under this repurchase program.
Share repurchases under the authorized program may be made from time to time in privately negotiated transactions, at the discretion of the management of the Company. The approved share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time. The timing of these repurchases will depend on market conditions and other requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Company’s assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Based upon the nature of the Company’s operations, the Company is not subject to foreign currency exchange or commodity price risk.
Interest rate risk (sensitivity) management focuses on the earnings risk associated with changing interest rates. Management seeks to maintain profitability in both short-term and long-term earnings through funds management/interest rate risk management. The Company’s rate sensitivity position has an important impact on earnings. Senior management of the Company meets monthly to analyze the rate sensitivity position. These meetings focus on the spread between the cost of funds and interest yields generated primarily through loans and investments.
There have been no material changes in reported market risks during the six months ended June 30, 2026.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, its Chief Executive Officer and its Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
Overall, there were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There were no material changes to the Company’s risk factors as previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)
None
(b)
Not applicable.
(c)
The following table discloses shares of our common stock repurchased during the three months ended June 30, 2026.
Period
Total Number of Shares Repurchased(1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs as of the Last Date of the Period
April 1, 2026 - April 30, 2026
—
$
—
—
$
8,000,000
May 1, 2026 - May 31, 2026
346
$
81.95
346
$
7,971,645
June 1, 2026 - June 30, 2026
—
$
—
—
$
7,971,645
_______________
(1)
On January 26, 2026 the Company's Board of Directors authorized an $8.0 million share repurchase program that commenced upon expiration of the previous program, which expired on March 31, 2026. This authorization remains in effect through March 31, 2027. Share repurchases under the authorized program may be made from time to time in privately negotiated transactions, at the discretion of management of the Company. The approved share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time. The timing of these repurchases will depend on market conditions and other requirements. The Company repurchased 346 shares of the Company's common stock at an average price of $81.95 and the aggregate cost of $28,355 under this repurchase program. As of this filing, the Company has repurchased an additional 424 shares of the Company's common stock at an average price of $83.45 under this repurchase program.
Item 3. DEFAULTS UPON SENIOR SECURITIES
(a)
None
(b)
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plan Disclosure
During the quarter ended June 30, 2026, no officer or director of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) and (c) of Regulation S-K. In addition,
during the quarter ended June 30, 2026, the Company did not adopt or terminate any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) and (c) of Regulation S-K.
Important Information Regarding Stock Transfers
The Bank serves as the Company's transfer agent and all transfers of shares of the capital stock of the Company, including sales or purchases, shall be made only on the books of the Company through the Bank, as the Company's transfer agent. In order for the Company’s transfer agent to record any transfer of the capital stock of the Company, the Company’s transfer agent must be provided with the actual name and contact information of the transferor(s) and transferee(s) so the transactions may be recorded on the books of the Company by the Company’s transfer agent. If a transferor or transferee is a trust or entity, then the appropriate authority documentation will need to be provided as deemed necessary in the reasonable discretion of the Company’s transfer agent. The Company’s transfer agent will be happy to furnish customary transaction forms necessary for transfer of the capital stock of the Company, including by sale or purchase, upon notice to the Company's stock department at 615-443-5900 (or [email protected]).
The Company is aware that from time to time a small number of transactions involving its common stock are reported in the over-the-counter market, but the Company has no information about the settlement of these transactions or whether the shares of common stock purported to have been transferred were delivered to the purported purchaser. The Bank, in its capacity as the Company’s transfer agent, has received no information from the parties to these purported transactions that would allow the Bank, acting as the Company’s transfer agent, to record these transfers on the books of the Company. These purported trades have historically been infrequent and typically involved a small number of shares of the Company’s common stock. During the quarter that ended June 30, 2026, one trade of one single share of stock was reported on the over-the-counter market at $1,500 per share for such single share. The most recent price at which the Company’s common stock has traded and been recorded as settled in the Company’s transfer records was $83.45 per share.
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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.
WILSON BANK HOLDING COMPANY
(Registrant)
DATE: August 7, 2026
/s/ John C. McDearman III
John C. McDearman III
President and Chief Executive Officer
(Principal Executive Officer)
DATE: August 7, 2026
/s/ Kayla Hawkins
Kayla Hawkins
Executive Vice President & Chief Financial Officer