Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39036

ALERUS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

45-0375407

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.)

organization)

401 Demers Avenue

Grand Forks, ND

58201

(Address of principal executive offices)

(Zip Code)

(701) 795‑3200

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $1.00 per share

ALRS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding at July 30, 2026 was 24,903,238.




Alerus Financial Corporation and Subsidiaries

Table of Contents

Page

Part I:

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

1

Consolidated Balance Sheets

1

Consolidated Statements of Income

2

Consolidated Statements of Comprehensive Income

3

Consolidated Statements of Changes in Stockholders’ Equity

4

Consolidated Statements of Cash Flows

5

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

40

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

63

Item 4.

Controls and Procedures

64

Part II:

OTHER INFORMATION

Item 1.

Legal Proceedings

65

Item 1A.

Risk Factors

65

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

65

Item 3.

Defaults Upon Senior Securities

65

Item 4.

Mine Safety Disclosures

65

Item 5.

Other Information

65

Item 6.

Exhibits

66

Signatures

67


PART I. FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

Alerus Financial Corporation and Subsidiaries

Consolidated Balance Sheets (Unaudited)

June 30,

December 31,

(dollars in thousands, except share and per share data)

2026

2025

Assets

Cash and cash equivalents

$109,012 $67,192

Investment securities

Trading

501 1,758

Available-for-sale, at fair value (amortized cost of $541,715 and $516,737, respectively)

534,191 514,095

Held-to-maturity, at amortized cost (fair value of $215,234 and $228,009, respectively, with an allowance for credit losses on investments of $115 and $123, respectively)

242,516 254,448

Loans held for sale

26,713 21,934

Loans

4,034,244 4,048,022

Allowance for credit losses on loans

(48,361) (61,915)

Net loans

3,985,883 3,986,107

Land, premises and equipment, net

43,941 43,253

Operating lease right-of-use assets

32,105 28,761

Accrued interest receivable

20,213 21,742

Bank-owned life insurance

41,894 39,307

Goodwill

85,634 85,634

Other intangible assets, net

29,422 33,371

Servicing rights

7,022 6,383

Deferred income taxes, net

18,114 23,080

Other assets

111,557 103,019

Total assets

$5,288,718 $5,230,084

Liabilities and Stockholders’ Equity

Liabilities

Deposits

Noninterest-bearing

$759,640 $807,896

Interest-bearing

3,432,257 3,384,107

Total deposits

4,191,897 4,192,003

Short-term borrowings

345,000 308,800

Long-term debt

59,239 59,182

Operating lease liabilities

42,752 36,282

Accrued expenses and other liabilities

66,687 68,883

Total liabilities

4,705,575 4,665,150

Commitments and contingencies (Note 12)

Stockholders’ equity

Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding

— —

Common stock, $1 par value, 60,000,000 and 60,000,000 shares authorized: 24,985,815 and 25,406,278 issued and outstanding

24,986 25,406

Additional paid-in capital

260,066 271,609

Retained earnings

303,070 270,075

Accumulated other comprehensive income (loss)

(4,979) (2,156)

Total stockholders’ equity

583,143 564,934

Total liabilities and stockholders’ equity

$5,288,718 $5,230,084

See accompanying notes to consolidated financial statements (unaudited)

1

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)

Three months ended

Six months ended

June 30,

June 30,

(dollars and shares in thousands, except per share data)

2026

2025

2026

2025

Interest Income

Loans, including fees

$62,214 $63,853 $120,835 $125,348

Investment securities

Taxable

7,258 5,310 14,363 11,017

Exempt from federal income taxes

155 160 312 320

Other

999 1,101 2,093 1,920

Total interest income

70,626 70,424 137,603 138,605

Interest Expense

Deposits

18,938 22,758 38,012 46,293

Short-term borrowings

2,935 3,982 5,292 6,821

Long-term debt

1,041 652 1,676 1,302

Total interest expense

22,914 27,392 44,980 54,416

Net interest income

47,712 43,032 92,623 84,189

Provision for (recovery of) credit losses

495 — (4,388) 863

Net interest income after provision for (recovery of) credit losses

47,217 43,032 97,011 83,326

Noninterest Income

Retirement and benefit services

17,347 16,024 34,754 32,130

Wealth advisory services

7,705 7,363 14,942 14,267

Mortgage banking

3,195 3,651 6,730 5,177

Service charges on deposit accounts

1,106 680 2,039 1,330

Gain on sale of non-mortgage loans

— 2,115 — 2,115

Other

3,592 1,930 5,327 4,376

Total noninterest income

32,945 31,763 63,792 59,395

Noninterest Expense

Compensation

26,155 24,343 50,242 47,304

Employee taxes and benefits

6,755 6,633 13,395 14,396

Occupancy and equipment expense

3,493 2,559 6,919 5,466

Business services, software and technology expense

5,440 5,868 11,279 11,620

Intangible amortization expense

1,974 2,710 3,949 5,419

Professional fees and assessments

3,781 2,339 7,581 5,335

Marketing and business development

869 787 1,730 1,752

Supplies and postage

540 490 1,146 1,121

Travel

357 347 718 634

Mortgage and lending expenses

614 940 1,323 1,476

Other

2,905 1,422 4,992 4,282

Total noninterest expense

52,883 48,438 103,274 98,805

Income before income taxes

27,279 26,357 57,529 43,916

Income tax expense

6,414 6,104 13,693 10,349

Net income

$20,865 $20,253 $43,836 $33,567

Per Common Share Data

Basic earnings per common share

$0.82 $0.79 $1.72 $1.31

Diluted earnings per common share

$0.81 $0.78 $1.70 $1.30

Dividends declared per common share

$0.22 $0.21 $0.43 $0.41

Average common shares outstanding

25,081 25,368 25,230 25,363

Diluted average common shares outstanding

25,395 25,714 25,537 25,683

See accompanying notes to consolidated financial statements (unaudited)

2

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Net Income

$20,865 $20,253 $43,836 $33,567

Other Comprehensive Income (Loss), Net of Tax

Net change in unrealized gains (losses) on debt securities

(1,282) 4,586 (4,915) 18,760

Net change in unrealized gain (losses) on cash flow hedging derivatives

278 (147) 1,065 (587)

Net change in unrealized gain (losses) on other derivatives

— 110 — (123)

Total other comprehensive income (loss), before tax

(1,004) 4,549 (3,850) 18,050

Income tax expense (benefit) related to items of other comprehensive income (loss)

(262) 1,142 (1,027) 4,531

Other comprehensive income (loss), net of tax

(742) 3,407 (2,823) 13,519

Total comprehensive income

$20,123 $23,660 $41,013 $47,086

See accompanying notes to consolidated financial statements (unaudited)

3

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Three months ended

Accumulated

Additional

Other

Common

Paid-in

Retained

Comprehensive

(dollars and shares in thousands)

Stock

Capital

Earnings

Income (Loss)

Total

Balance as of March 31, 2025

25,366 $270,159 $281,961 $(63,254) $514,232

Net income

— — 20,253 — 20,253

Other comprehensive income (loss)

— — — 3,407 3,407

Common stock repurchased

(2) (47) — — (49)

Common stock dividends

— — (5,336) — (5,336)

Share‑based compensation expense

— 648 — — 648

Vesting of restricted stock

25 (25) — — —

Balance as of June 30, 2025

25,389 $270,735 $296,878 $(59,847) $533,155

Balance as of March 31, 2026

25,214 $266,016 $287,700 $(4,237) $574,693

Net income

— — 20,865 — 20,865

Other comprehensive income (loss)

— — — (742) (742)

Common stock repurchased

(266) (6,839) — — (7,105)

Common stock dividends

— — (5,495) — (5,495)

Share‑based compensation expense

— 927 — — 927

Vesting of restricted stock

38 (38) — — —

Balance as of June 30, 2026

24,986 $260,066 $303,070 $(4,979) $583,143

Six months ended

Accumulated

Additional

Other

Common

Paid-in

Retained

Comprehensive

(dollars and shares in thousands)

Stock

Capital

Earnings

Income (Loss)

Total

Balance as of December 31, 2024

25,345 $269,708 $273,723 $(73,366) $495,410

Net income

— — 33,567 — 33,567

Other comprehensive income (loss)

— — — 13,519 13,519

Common stock repurchased

(8) (168) — — (176)

Common stock dividends

— — (10,412) — (10,412)

Share‑based compensation expense

— 1,247 — — 1,247

Vesting of restricted stock

52 (52) — — —

Balance as of June 30, 2025

25,389 $270,735 $296,878 $(59,847) $533,155

Balance as of December 31, 2025

25,406 $271,609 $270,075 $(2,156) $564,934

Net income

— — 43,836 — 43,836

Other comprehensive income (loss)

— — — (2,823) (2,823)

Common stock repurchased

(524) (13,118) — — (13,642)

Common stock dividends

— — (10,841) — (10,841)

Share‑based compensation expense

— 1,679 — — 1,679

Vesting of restricted stock

104 (104) — — —

Balance as of June 30, 2026

24,986 $260,066 $303,070 $(4,979) $583,143

See accompanying notes to consolidated financial statements (unaudited)

4

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Six months ended

June 30,

(dollars in thousands)

2026

2025

Operating Activities

Net income

$43,836 $33,567

Adjustments to reconcile net income to net cash provided (used) by operating activities

Deferred income taxes

5,992 6,894

Provision for (recovery of) credit losses

(4,388) 863

Depreciation and amortization

6,662 7,663

Amortization and accretion of premiums/discounts on investment securities

55 377

Amortization of operating lease right-of-use assets

3,126 (72)

Share‑based compensation expense

1,679 1,247

Purchase accounting accretion, net

(6,858) (17,438)

Originations of loans held for sale

(198,047) (113,267)

Proceeds on loans held for sale

197,936 115,851

Realized loss (gain) on mortgage loans sold

(4,596) (4,405)

Servicing rights capitalized upon sale of mortgage loans

(56) (101)

(Increase) in value of bank-owned life insurance

(514) (370)

Realized loss (gain) on sale of premises and equipment

(632) 84

Realized loss (gain) on derivative instruments

(40) (484)

Realized loss (gain) on sale of foreclosed assets

(15) 21

Change in fair value of mortgage servicing rights

(583) 835

Net change in:

Accrued interest receivable

1,529 (809)

Other assets

(1,323) (2,247)

Accrued expenses and other liabilities

2,654 (9,800)

Net cash provided (used) by operating activities

46,417 18,409

Investing Activities

Proceeds from sales of trading investment securities

3,199 5,450

Purchases of trading investment securities

(1,806) (3,729)

Proceeds from sales or calls of investment securities available-for-sale

3,000 19,000

Proceeds from maturities of investment securities available-for-sale

34,838 46,759

Purchases of investment securities available-for-sale

(62,548) —

Proceeds from calls of investment securities held-to-maturity

340 146

Proceeds from maturities and paydowns of investment securities held-to-maturity

11,244 11,262

Proceeds from sale of non-mortgage loans held for sale

— 12,331

Net (increase) decrease in loans

1,397 (102,662)

Purchases of FHLB stock

(64,685) (108,715)

Sales of FHLB stock

63,049 104,211

Purchases of BOLI

(2,073) (2,210)

Purchases of premises and equipment

(2,713) (5,185)

Proceeds from sales of foreclosed assets

390 484

Net cash provided (used) by investing activities

(16,368) (22,858)

Financing Activities

Net increase (decrease) in deposits

(106) (40,942)

Net increase (decrease) in short-term borrowings with maturities of three months or less

36,200 75,640

Cash dividends paid on common stock

(10,681) (10,408)

Repurchase of common stock

(13,642) (176)

Net cash provided (used) by financing activities

11,771 24,114

Net change in cash and cash equivalents

41,820 19,665

Cash and cash equivalents at beginning of period

67,192 61,239

Cash and cash equivalents at end of period

$109,012 $80,904

See accompanying notes to consolidated financial statements (unaudited)

5

Six months ended

June 30,

2026

2025

Supplemental Cash Flow Disclosures

Interest paid

$45,642 $57,569

Income taxes paid

115 501

Cash dividends declared, not paid

5,496 5,336

Supplemental Disclosures of Noncash Investing and Financing Activities

Loan collateral transferred to foreclosed assets

(9,638) (1,235)

Right-of-use assets obtained in exchange for new operating lease liabilities, net

5,282 66

Loans transferred to non-mortgage loans held for sale

— 62,491

See accompanying notes to consolidated financial statements (unaudited)

6

Alerus Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto of the Company have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated balance sheets of Alerus Financial Corporation (“the Company”) as of June 30, 2026 and December 31, 2025, the consolidated statements of income for the three and six months ended June 30, 2026 and 2025, the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025, the consolidated statements of changes in stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and the consolidated statements of cash flows for the six months ended June 30, 2026 and 2025.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is Alerus Financial, National Association (the “Bank”). Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity. The results of operations for the interim periods are not necessarily indicative of the results for the full year or any other period. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form 10-Q. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026.

NOTE 2 Recent Accounting Pronouncements

The following Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASUs”) are divided into pronouncements which have been adopted by the Company since January 1, 2026, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of June 30, 2026.

Adopted Pronouncements

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”). ASU 2025-09 amends existing hedge accounting guidance to improve the alignment of financial reporting with the economics of an entity's risk management activities. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The amendments in this update apply to any entity that elects to apply hedge accounting in accordance with Topic 815 and generally are to be adopted on a prospective basis, with an election available to apply the guidance to existing hedging relationships as of the adoption date. The Company adopted ASU 2025-09 on January 1, 2026 on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

Pronouncements Not Yet Effective

Management evaluated recently issued accounting standards and determined that none are expected to have a material effect on the Company's consolidated financial statements.

NOTE 3 Investment Securities

Trading securities are reported on the Company’s consolidated balance sheet at fair value. The fair value of the Company’s trading securities was $0.5 million and $1.8 million as of June 30, 2026 and December 31, 2025, respectively. Changes in the fair value of trading securities are recorded in other noninterest income on the Company’s consolidated statements of income.

The following tables present amortized cost, gross unrealized gains and losses, allowance for credit losses (“ACL”) and fair value of available-for-sale (“AFS”) investment securities and the amortized cost, gross unrealized gains and losses and fair value of held-to-maturity (“HTM”) securities as of June 30, 2026 and December 31, 2025:

June 30, 2026

Amortized

Unrealized

Unrealized

Allowance for

Fair

(dollars in thousands)

Cost

Gains

Losses

Credit Losses

Value

Available-for-sale

U.S. Treasury and agencies

$13,275 $— $(41) $— $13,234

Mortgage backed securities

Residential agency

485,442 94 (5,883) — 479,653

Asset backed securities

14 — — — 14

Corporate bonds

42,984 39 (1,733) — 41,290

Total available-for-sale investment securities

541,715 133 (7,657) — 534,191

Held-to-maturity

Obligations of state and political agencies

106,571 1 (6,676) 68 99,896

Mortgage backed securities

Residential agency

136,060 — (20,722) 47 115,338

Total held-to-maturity investment securities

242,631 1 (27,398) 115 215,234

Total investment securities

$784,346 $134 $(35,055) $115 $749,425
7

December 31, 2025

Amortized

Unrealized

Unrealized

Allowance for

Fair

(dollars in thousands)

Cost

Gains

Losses

Credit Losses

Value

Available-for-sale

U.S. Treasury and agencies

$406 $— $(1) — $405

Mortgage backed securities

Residential agency

476,334 988 (576) — 476,746

Asset backed securities

15 — — — 15

Corporate bonds

39,982 — (3,053) — 36,929

Total available-for-sale investment securities

516,737 988 (3,630) — 514,095

Held-to-maturity

Obligations of state and political agencies

111,866 1 (6,462) 72 105,405

Mortgage backed securities

Residential agency

142,705 — (20,101) 51 122,604

Total held-to-maturity investment securities

254,571 1 (26,563) 123 228,009

Total investment securities

$771,308 $989 $(30,193) $123 $742,104

The adequacy of the ACL on investment securities is assessed at the end of each quarter. The Company does not believe that the AFS debt securities that were in an unrealized loss position as of June 30, 2026 represented a credit loss impairment. As of both June 30, 2026 and December 31, 2025, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Additionally, there were corporate bonds in gross unrealized loss positions as of both June 30, 2026 and December 31, 2025; however, all such bonds had an investment grade rating as of both dates. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. It is not likely that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.

The ACL on HTM debt securities is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Using a probability of default and loss given default analysis, the ACL on HTM debt securities was $115 thousand and $123 thousand as of June 30, 2026 and December 31, 2025, respectively. The change in the ACL on HTM debt securities was due to a change in the provision for credit losses, with no charge-offs or recoveries for the three and six months ended June 30, 2026.

Accrued interest receivable on AFS investment securities and HTM investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of June 30, 2026, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $2.1 million and $1.1 million, respectively. As of December 31, 2025, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.9 million and $1.2 million, respectively.

The Company had no sales of AFS investment securities for the three and six months ended June 30, 2026 and 2025. The Company had calls of AFS investment securities with proceeds of $3.0 million for both the three and six months ended June 30, 2026, and had calls of AFS investment securities with proceeds of $9.0 million and $19.0 million for the three and six months ended June 30, 2025, respectively.

The Company had no sales of HTM investment securities for the three and six months ended June 30, 2026 and 2025.

The following tables present investment securities with gross unrealized losses, for which an ACL was not recorded at June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position:

June 30, 2026

Less than 12 Months

Over 12 Months

Total

Number of

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

(dollars in thousands)

Holdings

Losses

Value

Losses

Value

Losses

Value

Available-for-sale

U.S. Treasury and agencies

7 $(40) $12,852 $(1) $334 $(41) $13,186

Mortgage backed securities

Residential agency

55 (5,858) 439,937 (25) 1,540 (5,883) 441,477

Asset backed securities

3 — 12 — 1 — 13

Corporate bonds

6 — — (1,733) 34,767 (1,733) 34,767

Total available-for-sale investment securities

71 $(5,898) $452,801 $(1,759) $36,642 $(7,657) $489,443

December 31, 2025

Less than 12 Months

Over 12 Months

Total

Number of

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

(dollars in thousands)

Holdings

Losses

Value

Losses

Value

Losses

Value

Available-for-sale

U.S. Treasury and agencies

2 $(1) $198 $— $199 $(1) $397

Mortgage backed securities

Residential agency

39 (541) 317,084 (35) 4,908 (576) 321,992

Asset backed securities

1 — — — 1 — 1

Corporate bonds

8 (4) 478 (3,049) 36,452 (3,053) 36,930

Total available-for-sale investment securities

50 $(546) $317,760 $(3,084) $41,560 $(3,630) $359,320
8

As of June 30, 2026 and December 31, 2025, none of the Company’s HTM debt securities were past due or on nonaccrual status. The Company did not recognize any interest income on nonaccrual HTM debt securities during the three months ended June 30, 2026 and 2025.

The following table presents the carrying value and fair value of HTM investment securities and the amortized cost and fair value of AFS investment securities as of June 30, 2026, by contractual maturity:

Held-to-maturity

Available-for-sale

Carrying

Fair

Amortized

Fair

(dollars in thousands)

Value

Value

Cost

Value

Due within one year or less

$13,675 $13,569 $— $—

Due after one year through five years

58,952 55,527 2,647 2,573

Due after five years through ten years

28,741 26,133 39,070 37,416

Due after 10 years

5,203 4,667 14,556 14,549
106,571 99,896 56,273 54,538

Mortgage-backed securities

Residential agency

136,060 115,338 485,442 479,653

Total investment securities

$242,631 $215,234 $541,715 $534,191

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Investment securities with a total carrying value of $330.0 million and $115.1 million were pledged as of June 30, 2026 and December 31, 2025, respectively, to secure public deposits and for other purposes required or permitted by law.

As of June 30, 2026 and December 31, 2025, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines (“FHLB”) stock was as follows:

June 30,

December 31,

(dollars in thousands)

2026

2025

Federal Reserve

$8,631 $8,631

FHLB

19,604 17,968

These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.

Visa Class B Restricted Shares

In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion will not occur until the settlement of certain litigation which will be indemnified by Visa members, including the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank’s Class B conversion ratio to unrestricted Class A shares. As of June 30, 2026, the conversion ratio was 1.5445. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares (10,694 Class A equivalents) that the Company owned as of June 30, 2026 and December 31, 2025, were carried at a zero cost basis.

9

NOTE 4 Loans and Allowance for Credit Losses

The following table presents total loans outstanding, by portfolio segment, as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

(dollars in thousands)

2026

2025

Commercial

Commercial and business lending

Commercial and industrial

$759,959 $736,833

Commercial real estate − Owner occupied

622,241 427,260

Total commercial and business lending

1,382,200 1,164,093

Investor commercial real estate

Construction, land and development

79,850 246,238

Multifamily

361,875 383,505

Non-owner occupied

893,367 875,862

Total investor commercial real estate

1,335,092 1,505,605

Agricultural

Land

54,202 64,799

Production

53,367 62,500

Total agricultural

107,569 127,299

Total commercial

2,824,861 2,796,997

Consumer

Residential real estate

First lien

828,936 874,737

Construction

31,202 33,703

HELOC

273,124 260,883

Junior lien

31,941 36,844

Total residential real estate

1,165,203 1,206,167

Other consumer

44,180 44,858

Total consumer

1,209,383 1,251,025

Total loans

$4,034,244 $4,048,022

Total loans included net deferred loan (costs) fees of ($0.1) million and $0.1 million at June 30, 2026 and December 31, 2025, respectively. Unearned discounts associated with bank acquisitions totaled $36.9 million and $43.7 million as of June 30, 2026 and December 31, 2025, respectively.

Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $16.4 million at June 30, 2026 and $18.1 million at December 31, 2025.

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:

●

The Credit Risk team, Collection and Special Assets team and the Credit Governance Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company’s systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system.

●

The Loan Committee is responsible for reviewing and approving all credit requests that exceed individual limits that have not been countersigned by an individual with sufficient assigned authority. This committee has full authority to commit the Bank to any request that fits within its assigned approval authority.

●

The adequacy of the ACL is overseen by the ACL Governance Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking. The ACL Governance Committee supports the oversight efforts of the Bank’s Board of Directors.

●

The Bank’s Board of Directors has approval authority and responsibility for all matters regarding loan policy, reviews all loans approved or declined by the Loan Committee, approves lending authority and monitors asset quality and concentration levels.

●

The ACL Governance Committee and Bank Board of Directors have approval authority and oversight responsibility for the ACL adequacy and methodology.

Loans with a carrying value of $2.5 billion as of June 30, 2026 and $2.6 billion as of December 31, 2025, were pledged to secure public deposits, and for other purposes required or permitted by law.

10

ACL on Loans

The following tables present, by loan portfolio segment, a summary of the changes in the ACL on loans for the three and six months ended June 30, 2026 and 2025:

Three months ended June 30, 2026

Beginning

Provision for (Recovery

Loan

Loan

Ending

(dollars in thousands)

Balance

of) Credit Losses(1)

Charge-offs

Recoveries

Balance

Commercial

Commercial and business lending

Commercial and industrial

$11,628 $162 $(2,188) $875 $10,477

Commercial real estate − Owner occupied

3,604 2,272 — 11 5,887

Total commercial and business lending

15,232 2,434 (2,188) 886 16,364

Investor commercial real estate

Construction, land and development

6,741 (3,763) — — 2,978

Multifamily

3,699 720 (500) — 3,919

Non-owner occupied

10,929 (349) — — 10,580

Total investor commercial real estate

21,369 (3,392) (500) — 17,477

Agricultural

Land

852 31 — — 883

Production

518 100 (50) — 568

Total agricultural

1,370 131 (50) — 1,451

Total commercial

37,971 (827) (2,738) 886 35,292

Consumer

Residential real estate

First lien

9,122 244 — — 9,366

Construction

297 69 — — 366

HELOC

2,130 202 — — 2,332

Junior lien

407 708 (719) 1 397

Total residential real estate

11,956 1,223 (719) 1 12,461

Other consumer

578 35 (33) 28 608

Total consumer

12,534 1,258 (752) 29 13,069

Total

$50,505 $431 $(3,490) $915 $48,361

(1)

The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $67 thousand related to off-balance sheet credit exposure and ($3) thousand related to HTM investment securities.

Six months ended June 30, 2026

Beginning

Provision for (Recovery

Loan

Loan

Ending

(dollars in thousands)

Balance

of) Credit Losses(1)

Charge-offs

Recoveries

Balance

Commercial

Commercial and business lending

Commercial and industrial

$16,216 $1,954 $(8,753) $1,060 $10,477

Commercial real estate − Owner occupied

3,097 2,768 — 22 5,887

Total commercial and business lending

19,313 4,722 (8,753) 1,082 16,364

Investor commercial real estate

Construction, land and development

13,210 (10,232) — — 2,978

Multifamily

4,380 595 (1,056) — 3,919

Non-owner occupied

11,006 (426) — — 10,580

Total investor commercial real estate

28,596 (10,063) (1,056) — 17,477

Agricultural

Land

959 (76) — — 883

Production

623 (199) (50) 194 568

Total agricultural

1,582 (275) (50) 194 1,451

Total commercial

49,491 (5,616) (9,859) 1,276 35,292

Consumer

Residential real estate

First lien

9,358 8 — — 9,366

Construction

274 92 — — 366

HELOC

1,787 545 — — 2,332

Junior lien

395 932 (931) 1 397

Total residential real estate

11,814 1,577 (931) 1 12,461

Other consumer

610 85 (146) 59 608

Total consumer

12,424 1,662 (1,077) 60 13,069

Total

$61,915 $(3,954) $(10,936) $1,336 $48,361

(1)

The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of ($0.4) million related to off-balance sheet credit exposure and ($8) thousand related to HTM investment securities.

11

Three months ended June 30, 2025

Beginning

Provision for (Recovery

Loan

Loan

Ending

(dollars in thousands)

Balance

of) Credit Losses(1)

Charge-offs

Recoveries

Balance

Commercial

Commercial and business lending

Commercial and industrial

$7,960 $317 $(79) $128 $8,326

Commercial real estate − Owner occupied

3,512 301 (6) 11 3,818

Total commercial and business lending

11,472 618 (85) 139 12,144

Investor commercial real estate

Construction, land and development

18,369 160 — — 18,529

Multifamily

4,749 127 — — 4,876

Non-owner occupied

16,342 (22) (3,401) — 12,919

Total investor commercial real estate

39,460 265 (3,401) — 36,324

Agricultural

Land

603 12 — — 615

Production

913 94 (384) — 623

Total agricultural

1,516 106 (384) — 1,238

Total commercial

52,448 989 (3,870) 139 49,706

Consumer

Residential real estate

First lien

7,042 17 — — 7,059

Construction

467 (51) — — 416

HELOC

1,180 188 (10) — 1,358

Junior lien

439 (63) — — 376

Total residential real estate

9,128 91 (10) — 9,209

Other consumer

353 36 (38) 12 363

Total consumer

9,481 127 (48) 12 9,572

Total

$61,929 $1,116 $(3,918) $151 $59,278

(1)

The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of ($1.2) million related to off-balance sheet credit exposure, ($2) thousand related to HTM investment securities, and $78 thousand related to non-mortgage loans transferred to held for sale.

Six months ended June 30, 2025

Beginning

Provision for (Recovery

Loan

Loan

Ending

(dollars in thousands)

Balance

of) Credit Losses(1)

Charge-offs

Recoveries

Balance

Commercial

Commercial and business lending

Commercial and industrial

$8,170 $6 $(248) $398 $8,326

Commercial real estate − Owner occupied

3,226 576 (6) 22 3,818

Total commercial and business lending

11,396 582 (254) 420 12,144

Investor commercial real estate

Construction, land and development

16,277 2,252 — — 18,529

Multifamily

4,716 160 — — 4,876

Non-owner occupied

16,513 (193) (3,401) — 12,919

Total investor commercial real estate

37,506 2,219 (3,401) — 36,324

Agricultural

Land

597 18 — — 615

Production

631 364 (384) 12 623

Total agricultural

1,228 382 (384) 12 1,238

Total commercial

50,130 3,183 (4,039) 432 49,706

Consumer

Residential real estate

First lien

6,921 192 (54) — 7,059

Construction

357 59 — — 416

HELOC

1,339 279 (260) — 1,358

Junior lien

742 (66) (300) — 376

Total residential real estate

9,359 464 (614) — 9,209

Other consumer

440 (124) (77) 124 363

Total consumer

9,799 340 (691) 124 9,572

Total

$59,929 $3,523 $(4,730) $556 $59,278

(1)

The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of ($2.7) million related to off-balance sheet credit exposure, ($4) thousand related to HTM investment securities, and $78 thousand related to non-mortgage loans transferred to held for sale.

The ACL on loans at June 30, 2026 was $48.4 million, a decrease of $13.6 million, or 21.9%, from December 31, 2025. The decrease was primarily due to a decrease in nonperforming loans.

12

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and industrial and owner occupied real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes and state and county codes. Property type coding is used for investment real estate. There were no industry concentrations exceeding 10% of the Company’s total loan portfolio as of June 30, 2026.

Credit Quality Indicators

The Company’s consumer loan portfolio is primarily comprised of secured loans that are evaluated at origination on a centralized basis against standardized underwriting criteria. The Company generally does not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Credit quality for the consumer loan portfolio is measured by delinquency rates, nonaccrual amounts and actual losses incurred. These loans are rated as either performing or nonperforming.

The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and performs detailed internal and external reviews of risk rated loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the estimated fair values of collateral securing the loans. These credit quality indicators are used to assign a risk rating to each individual loan.

The Company’s ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings. The risk ratings are defined as follows:

●

Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.

●

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

●

Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well‑defined weakness, or weaknesses that jeopardize the repayment of the debt. Well-defined weaknesses include a borrower’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time, or the failure to fulfill expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

●

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

●

Loss: Loans classified as loss are considered uncollectible and charged off immediately.

13

The following tables set forth the amortized cost basis of loans by credit quality indicator and vintage based on the most recent analysis performed, as of June 30, 2026 and December 31, 2025:

Revolving

(dollars in thousands)

Term Loans Amortized Cost Basis by Origination Year

Loans Amortized

As of June 30, 2026

2026 YTD

2025

2024

2023

2022

Prior

Cost Basis

Total

Commercial and industrial

Pass

$136,672 $214,306 $91,015 $54,282 $32,209 $57,764 $150,141 $736,389

Special mention

— 2,350 8 19 150 88 — 2,615

Substandard

— 361 685 13,435 809 2,228 1,813 19,331

Doubtful

— — 1,468 156 — — — 1,624

Subtotal

$136,672 $217,017 $93,176 $67,892 $33,168 $60,080 $151,954 $759,959

Gross charge-offs

$— $341 $1,544 $255 $— $48 $— $2,188

CRE − Owner occupied

Pass

$88,390 $49,713 $137,780 $107,700 $67,322 $153,589 $2,646 $607,140

Special mention

— 1,268 448 — — 1,517 — 3,233

Substandard

— — — 1,397 3,696 6,775 — 11,868

Doubtful

— — — — — — — —

Subtotal

$88,390 $50,981 $138,228 $109,097 $71,018 $161,881 $2,646 $622,241

Gross charge-offs

$— $— $— $— $— $— $— $—

CRE − Construction, land and development

Pass

$5,152 $28,109 $32,577 $2,730 $1,201 $930 $9,151 $79,850

Special mention

— — — — — — — —

Substandard

— — — — — — — —

Doubtful

— — — — — — — —

Subtotal

$5,152 $28,109 $32,577 $2,730 $1,201 $930 $9,151 $79,850

Gross charge-offs

$— $— $— $— $— $— $— $—

CRE − Multifamily

Pass

$7,299 $6,278 $48,690 $97,640 $105,291 $77,617 $— $342,815

Special mention

— — — — — — — —

Substandard

— — 5,855 — — 13,205 — 19,060

Doubtful

— — — — — — — —

Subtotal

$7,299 $6,278 $54,545 $97,640 $105,291 $90,822 $— $361,875

Gross charge-offs

$— $— $— $500 $— $— $— $500

CRE − Non-owner occupied

Pass

$63,652 $103,969 $240,271 $101,347 $157,824 $214,401 $773 $882,237

Special mention

— — — — — 1,015 — 1,015

Substandard

— — 300 4,477 — 5,338 — 10,115

Doubtful

— — — — — — — —

Subtotal

$63,652 $103,969 $240,571 $105,824 $157,824 $220,754 $773 $893,367

Gross charge-offs

$— $— $— $— $— $— $— $—

Agricultural − Land

Pass

$209 $2,905 $7,670 $6,442 $15,203 $15,146 $— $47,575

Special mention

5,026 — — — — — — 5,026

Substandard

720 229 — — 448 204 — 1,601

Doubtful

— — — — — — — —

Subtotal

$5,955 $3,134 $7,670 $6,442 $15,651 $15,350 $— $54,202

Gross charge-offs

$— $— $— $— $— $— $— $—

Agricultural − Production

Pass

$5,995 $2,313 $4,376 $3,453 $2,496 $585 $29,381 $48,599

Special mention

— 447 136 648 — — 2,826 4,057

Substandard

— 29 — — — — 682 711

Doubtful

— — — — — — — —

Subtotal

$5,995 $2,789 $4,512 $4,101 $2,496 $585 $32,889 $53,367

Gross charge-offs

$— $— $— $50 $— $— $— $50

Residential real estate − First lien

Performing

$21,757 $51,267 $34,377 $106,512 $191,512 $421,174 $— $826,599

Nonperforming

— — 401 — — 1,936 — 2,337

Subtotal

$21,757 $51,267 $34,778 $106,512 $191,512 $423,110 $— $828,936

Gross charge-offs

$— $— $— $— $— $— $— $—

Residential real estate − Construction

Performing

$5,855 $19,541 $5,806 $— $— $— $— $31,202

Nonperforming

— — — — — — — —

Subtotal

$5,855 $19,541 $5,806 $— $— $— $— $31,202

Gross charge-offs

$— $— $— $— $— $— $— $—

Residential real estate − HELOC

Performing

$323 $723 $2,049 $3,973 $4,248 $7,216 $254,004 $272,536

Nonperforming

— — — 25 236 327 — 588

Subtotal

$323 $723 $2,049 $3,998 $4,484 $7,543 $254,004 $273,124

Gross charge-offs

$— $— $— $— $— $— $— $—

Residential real estate − Junior lien

Performing

$2,358 $4,176 $3,904 $6,928 $6,049 $8,130 $324 $31,869

Nonperforming

— — — — — 72 — 72

Subtotal

$2,358 $4,176 $3,904 $6,928 $6,049 $8,202 $324 $31,941

Gross charge-offs for the year ended

$— $— $565 $— $— $154 $— $719

Other consumer

Performing

$1,530 $4,848 $1,726 $1,884 $2,384 $2,851 $28,683 $43,906

Nonperforming

— — 274 — — — — 274

Subtotal

$1,530 $4,848 $2,000 $1,884 $2,384 $2,851 $28,683 $44,180

Gross charge-offs

$— $5 $— $4 $— $24 $— $33

Total loans

$344,938 $492,832 $619,816 $513,048 $591,078 $992,108 $480,424 $4,034,244

Gross charge-offs

$— $346 $2,109 $809 $— $226 $— $3,490
14

Revolving

(dollars in thousands)

Term Loans Amortized Cost Basis by Origination Year

Loans Amortized

As of December 31, 2025

2025

2024

2023

2022

2021

Prior

Cost Basis

Total

Commercial and industrial

Pass

$242,893 $131,308 $67,934 $43,513 $21,143 $51,586 $145,133 $703,510

Special mention

316 10 560 — — 28 — 914

Substandard

35 26 2,701 2,970 1,072 6,459 7,115 20,378

Doubtful

1,218 8,638 1,763 298 114 — — 12,031

Subtotal

$244,462 $139,982 $72,958 $46,781 $22,329 $58,073 $152,248 $736,833

Gross charge-offs

$— $407 $152 $10 $5 $342 $— $916

CRE − Owner occupied

Pass

$42,468 $86,030 $55,069 $61,790 $39,654 $126,951 $1,240 $413,202

Special mention

— 449 — — — 1,465 769 2,683

Substandard

— — 1,402 2,867 2,342 4,764 — 11,375

Doubtful

— — — — — — — —

Subtotal

$42,468 $86,479 $56,471 $64,657 $41,996 $133,180 $2,009 $427,260

Gross charge-offs

$— $— $6 $— $— $— $— $6

CRE − Construction, land and development

Pass

$26,108 $148,261 $18,056 $9,738 $650 $995 $8,229 $212,037

Special mention

— — — 178 — — — 178

Substandard

— 11,178 — 22,685 — 160 — 34,023

Doubtful

— — — — — — — —

Subtotal

$26,108 $159,439 $18,056 $32,601 $650 $1,155 $8,229 $246,238

Gross charge-offs

$— $— $— $— $— $— $— $—

CRE − Multifamily

Pass

$6,338 $26,236 $115,983 $115,403 $30,191 $60,813 $— $354,964

Special mention

— — — — 831 — — 831

Substandard

— 5,751 3,972 — — 17,987 — 27,710

Doubtful

— — — — — — — —

Subtotal

$6,338 $31,987 $119,955 $115,403 $31,022 $78,800 $— $383,505

Gross charge-offs

$— $— $— $— $— $— $— $—

CRE − Non-owner occupied

Pass

$102,426 $196,932 $134,443 $169,100 $86,273 $168,082 $1,015 $858,271

Special mention

— — — — — 1,040 — 1,040

Substandard

— — 5,344 7,489 2,729 989 — 16,551

Doubtful

— — — — — — — —

Subtotal

$102,426 $196,932 $139,787 $176,589 $89,002 $170,111 $1,015 $875,862

Gross charge-offs

$— $— $— $632 $775 $1,994 $— $3,401

Agricultural − Land

Pass

$8,201 $8,285 $8,410 $12,363 $5,202 $12,221 $2,464 $57,146

Special mention

233 — — 3,315 — — — 3,548

Substandard

— — 303 3,583 — 219 — 4,105

Doubtful

— — — — — — — —

Subtotal

$8,434 $8,285 $8,713 $19,261 $5,202 $12,440 $2,464 $64,799

Gross charge-offs

$— $— $— $— $— $— $— $—

Agricultural − Production

Pass

$4,778 $6,219 $4,652 $3,154 $370 $720 $38,945 $58,838

Special mention

— 48 112 — — — 213 373

Substandard

— 21 553 1,237 29 342 1,107 3,289

Doubtful

— — — — — — — —

Subtotal

$4,778 $6,288 $5,317 $4,391 $399 $1,062 $40,265 $62,500

Gross charge-offs

$— $— $— $384 $— $— $— $384

Residential real estate − First lien

Performing

$53,688 $37,893 $122,651 $210,228 $234,461 $213,214 $— $872,135

Nonperforming

— — 499 — 642 1,461 — 2,602

Subtotal

$53,688 $37,893 $123,150 $210,228 $235,103 $214,675 $— $874,737

Gross charge-offs

$— $— $— $— $7 $48 $— $55

Residential real estate − Construction

Performing

$18,097 $10,459 $— $— $467 $— $— $29,023

Nonperforming

— — — 4,680 — — — 4,680

Subtotal

$18,097 $10,459 $— $4,680 $467 $— $— $33,703

Gross charge-offs

$— $— $— $— $— $— $— $—

Residential real estate − HELOC

Performing

$757 $2,121 $3,716 $5,252 $975 $5,649 $242,285 $260,755

Nonperforming

— — 25 50 — 53 — 128

Subtotal

$757 $2,121 $3,741 $5,302 $975 $5,702 $242,285 $260,883

Gross charge-offs

$— $100 $10 $438 $— $— $— $548

Residential real estate − Junior lien

Performing

$4,753 $4,995 $8,609 $7,090 $3,977 $4,995 $50 $34,469

Nonperforming

— 1,775 — — — 600 — 2,375

Subtotal

$4,753 $6,770 $8,609 $7,090 $3,977 $5,595 $50 $36,844

Gross charge-offs

$— $— $— $300 $— $— $— $300

Other consumer

Performing

$5,330 $2,318 $3,016 $3,056 $157 $3,651 $26,982 $44,510

Nonperforming

— 319 — — — 29 — 348

Subtotal

$5,330 $2,637 $3,016 $3,056 $157 $3,680 $26,982 $44,858

Gross charge-offs

$— $16 $31 $22 $— $69 $— $138

Total loans

$517,639 $689,272 $559,773 $690,039 $431,279 $684,473 $475,547 $4,048,022

Gross charge-offs

$— $523 $199 $1,786 $787 $2,453 $— $5,748
15

Past Due and Nonaccrual Loans

The Company closely monitors the performance of its loan portfolio. A loan is placed on nonaccrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest is not expected as scheduled or principal or interest has been in default for 90 days or more. Exceptions may be made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. When one loan to a borrower is placed on nonaccrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on nonaccrual status. All previously accrued and unpaid interest is reversed at that time. A loan will return to accrual when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period, generally at least six months.

The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of June 30, 2026 and December 31, 2025:

June 30, 2026

90 Days

Accruing

30 - 59 Days

60 - 89 Days

or More

Total

(dollars in thousands)

Current

Past Due

Past Due

Past Due

Nonaccrual

Loans

Commercial

Commercial and business lending

Commercial and industrial

$755,441 $1,505 $51 $— $2,962 $759,959

Commercial real estate − Owner occupied

622,105 — — — 136 622,241

Total commercial and business lending

1,377,546 1,505 51 — 3,098 1,382,200

Investor commercial real estate

Construction, land and development

79,850 — — — — 79,850

Multifamily

357,425 3,578 — — 872 361,875

Non-owner occupied

893,216 — — — 151 893,367

Total investor commercial real estate

1,330,491 3,578 — — 1,023 1,335,092

Agricultural

Land

53,824 229 — — 149 54,202

Production

53,107 65 195 — — 53,367

Total agricultural

106,931 294 195 — 149 107,569

Total commercial

2,814,968 5,377 246 — 4,270 2,824,861

Consumer

Residential real estate

First lien

826,107 298 194 436 1,901 828,936

Construction

31,202 — — — — 31,202

HELOC

272,088 440 8 — 588 273,124

Junior lien

31,778 78 13 — 72 31,941

Total residential real estate

1,161,175 816 215 436 2,561 1,165,203

Other consumer

43,789 107 10 — 274 44,180

Total consumer

1,204,964 923 225 436 2,835 1,209,383

Total

$4,019,932 $6,300 $471 $436 $7,105 $4,034,244

December 31, 2025

90 Days

Accruing

30 - 59 Days

60 - 89 Days

or More

Total

(dollars in thousands)

Current

Past Due

Past Due

Past Due

Nonaccrual

Loans

Commercial

Commercial and business lending

Commercial and industrial

$723,436 $689 $— $— $12,708 $736,833

Commercial real estate − Owner occupied

426,803 — 314 — 143 427,260

Total commercial and business lending

1,150,239 689 314 — 12,851 1,164,093

Investor commercial real estate

Construction, land and development

212,515 — — — 33,723 246,238

Multifamily

373,308 — — — 10,197 383,505

Non-owner occupied

874,042 163 — — 1,657 875,862

Total investor commercial real estate

1,459,865 163 — — 45,577 1,505,605

Agricultural

Land

63,961 674 — — 164 64,799

Production

62,105 53 — — 342 62,500

Total agricultural

126,066 727 — — 506 127,299

Total commercial

2,736,170 1,579 314 — 58,934 2,796,997

Consumer

Residential real estate

First lien

869,291 2,051 794 — 2,601 874,737

Construction

29,023 — — — 4,680 33,703

HELOC

260,467 287 — — 129 260,883

Junior lien

34,362 107 — — 2,375 36,844

Total residential real estate

1,193,143 2,445 794 — 9,785 1,206,167

Other consumer

44,471 37 4 — 346 44,858

Total consumer

1,237,614 2,482 798 — 10,131 1,251,025

Total

$3,973,784 $4,061 $1,112 $— $69,065 $4,048,022
16

In calculating expected credit losses, the Company includes loans on nonaccrual status and loans 90 days or more past due and still accruing. The following tables present the amortized cost basis on nonaccrual status loans and loans 90 days or more past due and still accruing as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

90 Days

Nonaccrual

or More

with no Allowance

Past Due

(dollars in thousands)

for Credit Losses

Nonaccrual

and Accruing

Commercial

Commercial and business lending

Commercial and industrial

$401 $2,962 $—

Commercial real estate − Owner occupied

82 136 —

Total commercial and business lending

483 3,098 —

Investor commercial real estate

Construction, land and development

— — —

Multifamily

203 872 —

Non-owner occupied

151 151 —

Total investor commercial real estate

354 1,023 —

Agricultural

Land

149 149 —

Production

— — —

Total agricultural

149 149 —

Total commercial

986 4,270 —

Consumer

Residential real estate

First lien

1,799 1,901 436

Construction

— — —

HELOC

391 588 —

Junior lien

— 72 —

Total residential real estate

2,190 2,561 436

Other consumer

— 274 —

Total consumer

2,190 2,835 436

Total

$3,176 $7,105 $436

December 31, 2025

90 Days

Nonaccrual

or More

with no Allowance

Past Due

(dollars in thousands)

for Credit Losses

Nonaccrual

and Accruing

Commercial

Commercial and business lending

Commercial and industrial

$— $12,708 $—

Commercial real estate − Owner occupied

89 143 —

Total commercial and business lending

89 12,851 —

Investor commercial real estate

Construction, land and development

26,475 33,723 —

Multifamily

4,733 10,197 —

Non-owner occupied

1,657 1,657 —

Total investor commercial real estate

32,865 45,577 —

Agricultural

Land

164 164 —

Production

— 342 —

Total agricultural

164 506 —

Total commercial

33,118 58,934 —

Consumer

Residential real estate

First lien

2,298 2,601 —

Construction

4,680 4,680 —

HELOC

— 129 —

Junior lien

2,305 2,375 —

Total residential real estate

9,283 9,785 —

Other consumer

— 346 —

Total consumer

9,283 10,131 —

Total

$42,401 $69,065 $—

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the three months ended June 30, 2026 and 2025, is estimated to have been $0.4 million and $1.1 million, respectively.

The Company’s policy is to reverse previously recorded interest income when a loan is placed on nonaccrual status. As a result, the Company did not record any interest income on its nonaccrual loans for the three months ended June 30, 2026 or 2025. At June 30, 2026 and December 31, 2025, total accrued interest receivable on loans, which had been excluded from reported amortized cost basis on loans, was $16.4 million and $18.1 million, respectively, and was reported within accrued interest receivable on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

17

The following tables present the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

Primary Type of Collateral

Allowance for

(dollars in thousands)

Real estate

Equipment

Other

Total

Credit Losses

Commercial

Commercial and business lending

Commercial and industrial

$— $1,624 $1,284 $2,908 $1,890

Commercial real estate − Owner occupied

136 — — 136 4

Total commercial and business lending

136 1,624 1,284 3,044 1,894

Investor commercial real estate

Construction, land and development

— — — — —

Multifamily

872 — — 872 4

Non-owner occupied

151 — — 151 —

Total investor commercial real estate

1,023 — — 1,023 4

Agricultural

Land

149 — — 149 —

Production

— — — — —

Total agricultural

149 — — 149 —

Total commercial

1,308 1,624 1,284 4,216 1,898

Consumer

Residential real estate

First lien

1,848 — — 1,848 15

Construction

— — — — —

HELOC

391 — — 391 —

Junior lien

— — — — —

Total residential real estate

2,239 — — 2,239 15

Other consumer

— — 274 274 274

Total consumer

2,239 — 274 2,513 289

Total

$3,547 $1,624 $1,558 $6,729 $2,187

As of December 31, 2025

Primary Type of Collateral

Allowance for

(dollars in thousands)

Real estate

Equipment

Other

Total

Credit Losses

Commercial

Commercial and business lending

Commercial and industrial

$651 $— $— $651 $43

Commercial real estate − Owner occupied

142 — — 142 4

Total commercial and business lending

793 — — 793 47

Investor commercial real estate

Construction, land and development

33,723 — — 33,723 5,635

Multifamily

10,197 — — 10,197 865

Non-owner occupied

1,657 — — 1,657 —

Total investor commercial real estate

45,577 — — 45,577 6,500

Agricultural

Land

164 — — 164 —

Production

— — 342 342 42

Total agricultural

164 — 342 506 42

Total commercial

46,534 — 342 46,876 6,589

Consumer

Residential real estate

First lien

2,528 — — 2,528 229

Construction

4,680 — — 4,680 —

HELOC

— — — — —

Junior lien

2,304 — — 2,304 —

Total residential real estate

9,512 — — 9,512 229

Other consumer

— — 319 319 319

Total consumer

9,512 — 319 9,831 548

Total

$56,046 $— $661 $56,707 $7,137

Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral when there are no other available and reliable sources of repayment.

18

Loan Modifications to Borrowers Experiencing Financial Difficulty

Effective January 1, 2023, the Company evaluates all loan modifications in accordance with ASU 2022-02. Under ASU 2022-02, a loan is evaluated to consider whether the loan, as modified, represents a new loan or is a continuation of an existing loan.

In cases where a borrower experiences financial difficulty, the Company may make certain concessions for which the terms of the loan are modified. Loans experiencing financial difficulty can include modifications allowing an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an other than significant payment delay, or some combination of these or similar types of modifications.

The following table presents the amortized cost basis of loans as of June 30, 2026, by class of type of modification, that were experiencing financial difficulty during the three and six months ended June 30, 2026. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of the class of financing receivable as of June 30, 2026 is also presented below.

Three months ended June 30, 2026

Combination Term

Combination Term

Interest Rate

Principal

Term

Payment

Extension and

Extension and Interest

Total %

(dollars in thousands)

Reduction

Forgiveness

Extension

Delay

Principal Forgiveness

Rate Reduction

of Portfolio

Commercial and industrial

$— $— $— $796 $— $— 0.1%

Six months ended June 30, 2026

Combination Term

Combination Term

Interest Rate

Principal

Term

Payment

Extension and

Extension and Interest

Total %

(dollars in thousands)

Reduction

Forgiveness

Extension

Delay

Principal Forgiveness

Rate Reduction

of Portfolio

Commercial and industrial

$— $— $— $796 $— $— 0.1%

The following table presents the amortized cost basis of loans as of June 30, 2025, by class of type of modification, that were experiencing financial difficulty during the three and six months ended June 30, 2025. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of the class of financing receivable as of June 30, 2025 is also presented below.

Three months ended June 30, 2025

Combination Term

Combination Term

Interest Rate

Principal

Term

Payment

Extension and

Extension and Interest

Total %

(dollars in thousands)

Reduction

Forgiveness

Extension

Delay

Principal Forgiveness

Rate Reduction

of Portfolio

Agricultural − Land

— — — 1,457 — — 2.2%

Six months ended June 30, 2025

Combination Term

Combination Term

Interest Rate

Principal

Term

Payment

Extension and

Extension and Interest

Total %

(dollars in thousands)

Reduction

Forgiveness

Extension

Delay

Principal Forgiveness

Rate Reduction

of Portfolio

Agricultural − Land

$— $— $— $1,457 $— $— 2.2%

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts and relevant factors are considered while assessing the adequacy of the ACL. For the three months ended June 30, 2026 and 2025, there were no modified loans to borrowers experiencing financial difficulty that were past due or for which the borrower subsequently defaulted.

19

NOTE 5 Land, Premises and Equipment, Net

Components of land, premises and equipment, net at June 30, 2026 and December 31, 2025 were as follows:

June 30,

December 31,

(dollars in thousands)

2026

2025

Land (1)

$6,425 $6,425

Buildings and improvements (1)

41,613 39,979

Leasehold improvements

2,657 2,657

Furniture, fixtures, and equipment

41,699 42,933
92,394 91,994

Less accumulated depreciation

(48,453) (48,741)

Total

$43,941 $43,253

(1)

Excludes assets held for sale.

Depreciation expense was $1.4 million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense was $2.7 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively.

The Company’s West Fargo, North Dakota branch is listed for sale for $3.8 million and is expected to sell within the next 12 months. At June 30, 2026, the facility had a carrying value of approximately $0.4 million. The Company expects to record a gain on the sale upon closing, as the expected sale price is greater than the property’s carrying value. Total assets associated with this location held for sale by the Company at June 30, 2026 were $0.4 million and were included in other assets on the Company’s consolidated balance sheet and not included in the table above.

NOTE 6 Goodwill and Other Intangible Assets

The following table summarizes the carrying amount of goodwill, by segment, as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

(dollars in thousands)

2026

2025

Banking

$74,111 $74,111

Retirement and benefit services

11,523 11,523

Total goodwill

$85,634 $85,634

Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment or specific circumstances warrant. The Company determined that there was no goodwill impairment as of June 30, 2026.

The gross carrying amount and accumulated amortization for each type of identifiable intangible asset, as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

(dollars in thousands)

Gross Carrying Amount

Accumulated Amortization

Total

Gross Carrying Amount

Accumulated Amortization

Total

Identifiable customer intangibles

$27,504 $(22,961) $4,543 $27,504 $(22,456) $5,048

Core deposit intangible assets

41,092 (16,213) 24,879 41,092 (12,769) 28,323

Total intangible assets

$68,596 $(39,174) $29,422 $68,596 $(35,225) $33,371

Amortization of total intangible assets was $2.0 million and $2.7 million for the three months ended June 30, 2026 and 2025, respectively. Amortization of total intangible assets was $3.9 million and $5.4 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE 7 Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $623.4 million and $660.7 million as of June 30, 2026 and December 31, 2025, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights. As of and for the year ended December 31, 2024, the Company elected to subsequently measure mortgage servicing rights (“MSRs”) at fair value. The Company accounted for MSRs at the lower of amortized cost or fair value for all periods prior to December 31, 2023.

The following table presents the changes in fair value of the Company’s MSR portfolio for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Balance at beginning of period

$6,615 $7,351 $6,383 $7,918

Additions from loans sold with servicing rights retained

44 47 56 101

Change in fair value

363 (214) 583 (835)

Balance at end of period

$7,022 $7,184 $7,022 $7,184
20

The following is a summary of key data and assumptions used in the valuation of servicing rights as of June 30, 2026 and December 31, 2025. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.

June 30,

December 31,

(dollars in thousands)

2026

2025

Fair value of servicing rights

$7,022 $6,383

Weighted-average remaining term, years

21.1 21.5

Prepayment speeds

9.7% 14.4%

Discount rate

10.3% 10.0%

NOTE 8 Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee are comprised of real property for offices and office equipment rentals with terms extending through 2045. Substantially all of the Company’s leases are classified as operating leases. The Company has no existing finance leases.

The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less) or equipment leases (deemed immaterial) on the consolidated financial statements. The following table presents the classification of the Company’s right-of-use (“ROU”) assets and lease liabilities on the consolidated financial statements as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

(dollars in thousands)

2026

2025

Lease Right-of-Use Assets

Classification

Operating lease right-of-use assets

Operating lease right-of-use assets

$32,105 $28,761

Lease Liabilities

Operating lease liabilities

Operating lease liabilities

$42,752 $36,282

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate.

June 30,

December 31,

2026

2025

Weighted-average remaining lease term, years

Operating leases

15.8 16.9

Weighted-average discount rate

Operating leases

5.0% 5.1%

As the Company elected, for all classes of underlying assets, not to separate lease and non‑lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.

The following table presents lease costs and other lease information for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Lease costs

Operating lease cost

$875 $621 $1,575 $1,240

Variable lease cost

306 184 497 126

Short-term lease cost

36 44 147 334

Sublease income

(19) (80) (36) (121)

Net lease cost

$1,198 $769 $2,183 $1,579

Other information

Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases

$875 $599 $1,574 $1,197

Right-of-use assets obtained in exchange for new operating lease liabilities

543 44 5,282 66

Future minimum payments for finance and operating leases with initial or remaining terms of one year or more as of June 30, 2026 were as follows:

Operating

(dollars in thousands)

Leases

Twelve months ended

June 30, 2027

$3,813

June 30, 2028

3,748

June 30, 2029

3,968

June 30, 2030

4,014

June 30, 2031

4,119

Thereafter

46,439

Total future minimum lease payments

$66,101

Amounts representing interest

(23,349)

Total operating lease liabilities

$42,752
21

NOTE 9 Deposits

The components of deposits in the consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:

June 30,

December 31,

(dollars in thousands)

2026

2025

Noninterest-bearing

$759,640 $807,896

Interest-bearing

Interest-bearing demand

1,429,951 1,296,315

Savings accounts

173,255 173,759

Money market savings

1,252,823 1,337,491

Time deposits

576,228 576,542

Total interest-bearing

3,432,257 3,384,107

Total deposits

$4,191,897 $4,192,003

Certificates of deposit in excess of $250,000 totaled $194.0 million and $190.5 million at June 30, 2026 and December 31, 2025, respectively.

NOTE 10 Short‑Term Borrowings

Short-term borrowings at June 30, 2026 and December 31, 2025 consisted of the following:

June 30,

December 31,

(dollars in thousands)

2026

2025

Fed funds purchased

$— $58,800

FHLB short-term advances

345,000 250,000

Total

$345,000 $308,800

NOTE 11 Long‑Term Debt

Long‑term debt as of June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026

Period End

Face

Carrying

Interest

Maturity

(dollars in thousands)

Value

Value

Interest Rate

Rate

Date

Call Date

Subordinated notes payable

$50,000 $50,000

Fixed for first 5 years, then repriced at the FHLB rate + 3.00%

6.75%

3/30/2036

3/30/2031

Junior subordinated debenture (Trust I)

4,124 3,696

Three-month CME SOFR + 0.26% + 3.10%

7.11%

6/26/2033

6/26/2008

Junior subordinated debenture (Trust II)

6,186 5,543

Three-month CME SOFR + 0.26% + 1.80%

5.73%

9/15/2036

9/15/2011

Total long-term debt

$60,310 $59,239

December 31, 2025

Period End

Face

Carrying

Interest

Maturity

(dollars in thousands)

Value

Value

Interest Rate

Rate

Date

Call Date

Subordinated notes payable

$50,000 $50,000

Fixed

3.50%

3/30/2031

3/31/2026

Junior subordinated debenture (Trust I)

4,124 3,673

Three-month CME SOFR + 0.26% + 3.10%

7.05%

6/26/2033

6/26/2008

Junior subordinated debenture (Trust II)

6,186 5,509

Three-month CME SOFR + 0.26% + 1.80%

5.78%

9/15/2036

9/15/2011

Total long-term debt

$60,310 $59,182
22

NOTE 12 Commitments and Contingencies

Commitments

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the statements of financial condition.

A summary of the contractual amounts of the Company’s exposure to off-balance sheet risk as of June 30, 2026 and December 31, 2025, respectively, was as follows:

June 30,

December 31,

(dollars in thousands)

2026

2025

Commitments to extend credit

$1,033,270 $1,038,347

Standby letters of credit

14,513 14,393

Total

$1,047,782 $1,052,740

The Company establishes an ACL on unfunded commitments, except those that are unconditionally cancellable by the Company. As of June 30, 2026 and December 31, 2025, the ACL on unfunded commitments was $3.5 million and $3.9 million, respectively. The ACL on unfunded commitments was presented within accrued expenses and other liabilities on the consolidated balance sheets. For the six months ended June 30, 2026 and 2025, the provision (recovery) for credit losses on unfunded commitments was ($0.4) million and ($2.7) million, respectively.

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income producing commercial properties.

The Company was not required to perform on any financial guarantees and did not incur any losses on its commitments during the past two years.

The Company utilizes standby letters of credit issued by either the FHLB or the Bank of North Dakota to secure public unit deposits. The Company had letters of credit outstanding with the FHLB in the amount of $17.5 million as of June 30, 2026 and $33.6 million as of December 31, 2025. With the Bank of North Dakota, the Company had no letters of credit outstanding as of June 30, 2026 and $126.0 million of letters of credit outstanding as of December 31, 2025. Letters of credit with the Bank of North Dakota were collateralized by loans pledged to the Bank of North Dakota in the amount of $511.4 million and $549.0 million as of June 30, 2026 and December 31, 2025, respectively.

Legal Contingencies

In the normal course of business, including in connection with business combinations pursued by the Company, the Company and its subsidiaries are subject to pending and threatened litigation, claims investigations and legal and administrative cases and proceedings.

Under applicable accounting standards, reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. When a material loss contingency is reasonably possible, but not probable, the Company does not record a liability, but instead discloses the nature of the matter and an estimate of the loss or range of losses, to the extent such estimate can be made. Significant judgment is required in both the determination of possibility or probability, and whether the loss or range of losses is reasonably estimable. The Company’s judgments are subjective and based on the status of the legal or regulatory proceedings, the merits of the Company’s defenses and consultation with in-house and outside legal counsel. Because of uncertainties related to these matters, accruals are based on the best information available to the Company and its advisors at the time, including, among other information, settlement agreements. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates accordingly. Due to the inherent uncertainties of the legal and regulatory processes, such judgments may be materially different than the actual outcomes. Legal costs such as outside counsel fees are expensed in the period in which the services are rendered.

Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the proceeding involves class allegations. In many lawsuits and arbitrations, it is not possible to determine whether a liability will be incurred, or to estimate the ultimate or minimum amount of that liability, until the matter is close to resolution, in which case a reserve will not be recognized until that time. As a result, the Company may be unable to estimate reasonably possible losses with respect to litigation matters it faces.

In 2023, the Company sold its ESOP fiduciary services business but currently remains subject to two pending lawsuits related to the sold business, including one brought by the DOL.

In November 2023, the DOL brought suit against several defendants, including the Bank, alleging that the Bank, in its capacity as trustee to an ESOP, (1) breached certain of its fiduciary duties in connection with a transaction which allegedly caused the ESOP to pay more than fair market value to acquire stock, and (2) engaged in a prohibited transaction by causing the ESOP to acquire the stock from an existing company shareholder for more than adequate consideration. The Bank continues to dispute the allegations made by the DOL and intends to continue to defend itself vigorously.

23

The Company believes a material loss contingency related to the DOL complaint is reasonably possible, but not probable, based on currently-available information. However, the Company is unable to estimate the ultimate or minimum loss or range of losses, if any, at this time due to a number of uncertainties, including, but not limited to: (1) the current early stages of the proceedings, (2) the absence of specificity as to alleged damages, and (3) the lack of resolution of significant factual and legal issues.

As of June 30, 2026 and December 31, 2025, the Company did not have any accrued liabilities recorded for loss contingencies that were required to be disclosed.

NOTE 13 Share-Based Compensation

On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan allows the compensation committee of the Board of Directors of the Company the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, stock awards, and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Since inception, all awards issued under the plan have been restricted stock and restricted stock units. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shall not again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award. Restricted stock units issued do not participate in dividends and recipients are not entitled to vote these restricted stock units until shares of the Company’s common stock are delivered after vesting of the restricted stock units. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. Awards issued to Company directors vest on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders. The plan authorizes the issuance of up to 1,100,000 shares of common stock. As of June 30, 2026, 466,502 shares of common stock were still available for issuance under the plan.

The compensation expense relating to awards under this plan was $0.9 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively. The compensation expense relating to awards under this plan was $1.7 million and $1.2 million for the six months ended June 30, 2026 and 2025, respectively.

The following table presents the activity in the stock plan for the six months ended June 30, 2026 and 2025:

Six months ended June 30,

2026

2025

Weighted-

Weighted-

Average Grant

Average Grant

Awards

Date Fair Value

Awards

Date Fair Value

Restricted Stock and Restricted Stock Unit Awards

Outstanding at beginning of period

296,468 $20.61 289,549 $21.94

Granted

105,955 25.59 119,012 20.11

Vested

(79,615) 20.68 (52,669) 23.13

Forfeited or cancelled

(9,631) 20.36 (20,516) 28.07

Outstanding at end of period

313,177 $22.29 335,376 $20.73

As of June 30, 2026, there was $4.4 million of unrecognized compensation expense related to non-vested awards granted under the plan. The expense is expected to be recognized over a weighted-average period of 2.3 years.

NOTE 14 Income Taxes

The components of income tax expense (benefit) for the three and six months ended June 30, 2026 and 2025 were as follows:

Three months ended June 30,

2026

2025

Percent of

Percent of

(dollars in thousands)

Amount

Pretax Income

Amount

Pretax Income

Taxes at statutory federal income tax rate

$5,729 21.0% $5,535 21.0%

Tax effect of:

Tax exempt income

(669) (2.5)% (498) (1.9)%

State income taxes, net of federal benefits

1,283 4.7% 1,392 5.3%

Nondeductible items and other

71 0.3% (325) (1.2)%

Applicable income taxes

$6,414 23.5% $6,104 23.2%

Six months ended June 30,

2026

2025

Percent of

Percent of

(dollars in thousands)

Amount

Pretax Income

Amount

Pretax Income

Taxes at statutory federal income tax rate

$12,081 21.0% $9,222 21.0%

Tax effect of:

Tax exempt income

(1,194) (2.1)% (955) (2.2)%

State income taxes, net of federal benefits

2,594 4.5% 2,185 5.0%

Nondeductible items and other

212 0.4% (103) (0.2)%

Applicable income taxes

$13,693 23.8% $10,349 23.6%
24

It is the opinion of management that, as of June 30, 2026, the Company had no significant uncertain tax positions that would be subject to change upon examination.

NOTE 15 Tax Credit Investments

The Company invests in qualified affordable housing projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.

The following table presents a summary of the Company’s investments in qualified affordable housing project tax credits as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

(dollars in thousands)

Investment

Unfunded Commitment

Investment

Unfunded Commitment

Investment

Accounting Method

Low income housing tax credit

Proportional amortization

$32,906 $12,272 $22,906 $5,082

The following table presents a summary of the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects for the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

2026

2025

Amortization

Tax Benefit

Amortization

Tax Benefit

(dollars in thousands)

Expense (1)

Recognized (2)

Expense (1)

Recognized (2)

Low income housing tax credit

$588 $(736) $455 $(673)

(1)

The amortization expense for low income housing tax credits was included in the income tax expense.

(2)

All of the tax benefits recognized were included in income tax expense.

Six months ended June 30,

2026

2025

Amortization

Tax Benefit

Amortization

Tax Benefit

(dollars in thousands)

Expense (1)

Recognized (2)

Expense (1)

Recognized (2)

Low income housing tax credit

$1,164 $(1,489) $914 $(1,025)

(1)

The amortization expense for low income housing tax credits was included in the income tax expense.

(2)

All of the tax benefits recognized were included in income tax expense.

NOTE 16 Segment Reporting

Beginning with the annual period ended December 31, 2024, the Company adopted the guidance within ASU 2023-07, Segment Reporting (Topic 280), which expanded disclosure requirements for significant segment expenses and other segment items. In connection with this guidance, compensation, employee taxes and benefits, business services, software and technology expense, and merger and acquisition expense are presented separately as these expenses were previously included within total noninterest expense. Financial information for prior periods were recast to conform to the current presentation.

Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the President and Chief Executive Officer of the Company, and assesses overall segment performance based on net income (loss) before taxes and uses this metric to allocate resources for each segment, focusing on budgeting and forecasting.

Reportable segments are determined based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial statements, and management’s regular review of the operating results of those services. The Company currently operates through three operating segments: banking, retirement and benefit services, and wealth advisory services.

The Company’s reportable segments include the following:

●

Banking: Offers a complete line of loan, deposit, cash management, and treasury services through 26 offices in North Dakota, Minnesota, Wisconsin, Iowa, and Arizona. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the Banking segment’s balance sheet.

●Retirement and Benefit Services: Provides the following services nationally: record-keeping and administration services to qualified and other types of retirement plans, investment fiduciary services to retirement plans, health savings accounts, flexible spending accounts, and COBRA recordkeeping and administration services. The division serves clients nationally, including within the Company's banking markets, through a geographically dispersed workforce, and maintains an office in Lakewood, Colorado.
●Wealth Advisory Services: Provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.
25

The Company’s segment reporting process begins with the assignment of income and expenses directly to the applicable segments based on different cost centers within the Company. The net income (loss) before taxes for each reportable segment is further derived by the use of expense allocations. Certain expenses not directly attributable to a specific segment are allocated across all segments based on key metrics, such as number of employees and time spent working in each segment. These types of expenses include business services, software and technology expense, human resources, accounting and finance, risk management, legal, and marketing.

The financial information presented for each segment includes net interest income, provision for credit losses, noninterest income, and direct and indirect noninterest expense. As discussed above, noninterest expense is broken out between significant noninterest expenses and other noninterest expense. Other noninterest expense consists of occupancy and equipment expense, intangible amortization expense, professional fees and assessments (less merger and acquisition expenses which are included within this expense item on the consolidated statements of income), marketing and business development, supplies and postage, travel, mortgage and lending expenses, and other noninterest expenses. Corporate administration includes all remaining income and expenses not allocated to the three operating segments, including all merger and acquisition expenses.

The assignment and allocation methodologies used in the segment reporting process discussed above change from time to time as systems are enhanced, methods for evaluating segment performance or product lines change or as business segments are realigned.

The following tables present key metrics related to the Company’s segments for the periods presented:

As of and for the three months ended June 30, 2026

Retirement and Wealth Advisory Corporate

(dollars in thousands)

Banking

Benefit Services

Services

Administration

Consolidated

Net interest income (loss)

$48,753 $— $— $(1,041) $47,712

Provision for credit losses

495 — — — 495

Noninterest income (loss)

7,039 17,347 7,705 854 32,945

Noninterest expense

Compensation

12,546 7,881 3,746 1,982 26,155

Employee taxes and benefits

3,159 2,214 638 744 6,755

Business services, software and technology expense

2,679 1,577 1,051 133 5,440

Merger and acquisition expense

— — — 6 6

Other noninterest expense

9,873 3,405 939 310 14,527

Total noninterest expense

28,257 15,077 6,374 3,175 52,883

Net income (loss) before taxes

$27,040 $2,270 $1,331 $(3,362) $27,279

Total assets

$5,182,014 $31,467 $6,477 $68,760 $5,288,718

As of and for the six months ended June 30, 2026

Retirement and

Wealth Advisory

Corporate

(dollars in thousands)

Banking

Benefit Services

Services

Administration

Consolidated

Net interest income (loss)

$94,298 $— $— $(1,675) $92,623

Provision for credit losses

(4,388) — — — (4,388)

Noninterest income (loss)

13,387 34,754 14,942 709 63,792

Noninterest expense

Compensation

24,257 15,597 6,777 3,611 50,242

Employee taxes and benefits

6,286 4,352 1,384 1,373 13,395

Business services, software and technology expense

5,416 3,444 2,148 271 11,279

Merger and acquisition expense

— — — (28) (28)

Other noninterest expense

19,691 6,293 1,792 610 28,386

Total noninterest expense

55,650 29,686 12,101 5,837 103,274

Net income (loss) before taxes

$56,423 $5,068 $2,841 $(6,803) $57,529

Total assets

$5,182,014 $31,467 $6,477 $68,760 $5,288,718
26

As of and for the three months ended June 30, 2025

Retirement and

Wealth Advisory

Corporate

(dollars in thousands)

Banking

Benefit Services

Services

Administration

Consolidated

Net interest income (loss)

$43,684 $— $— $(652) $43,032

Provision for credit losses

— — — — —

Noninterest income

8,436 16,024 7,363 (60) 31,763

Noninterest expense

Compensation

12,278 7,064 3,383 1,618 24,343

Employee taxes and benefits

3,289 2,015 721 608 6,633

Business services, software and technology expense

3,084 1,930 686 168 5,868

Merger and acquisition expense

— — — 11 11

Other noninterest expense

8,797 2,157 342 287 11,583

Total noninterest expense

27,448 13,166 5,132 2,692 48,438

Net income (loss) before taxes

$24,672 $2,858 $2,231 $(3,404) $26,357

Total assets

$5,244,506 $30,817 $6,055 $42,444 $5,323,822

As of and for the six months ended June 30, 2025

Retirement and

Wealth Advisory

Corporate

(dollars in thousands)

Banking

Benefit Services

Services

Administration

Consolidated

Net interest income (loss)

$85,491 $— $— $(1,302) $84,189

Provision for credit losses

863 — — — 863

Noninterest income

13,083 32,130 14,267 (85) 59,395

Noninterest expense

Compensation

23,914 14,280 6,435 2,675 47,304

Employee taxes and benefits

7,169 4,326 1,462 1,439 14,396

Business services, software and technology expense

6,048 3,924 1,304 344 11,620

Merger and acquisition expense

— — — 297 297

Other noninterest expense

19,528 4,253 768 639 25,188

Total noninterest expense

56,659 26,783 9,969 5,394 98,805

Net income (loss) before taxes

$41,052 $5,347 $4,298 $(6,781) $43,916

Total assets

$5,244,506 $30,817 $6,055 $42,444 $5,323,822
27

NOTE 17 Earnings Per Share

The calculations of basic and diluted earnings per share using the two-class method for the three and six months ended June 30, 2026 and 2025 are presented below:

Three months ended

Six months ended

June 30,

June 30,

(dollars and shares in thousands, except per share data)

2026

2025

2026

2025

Net income

$20,865 $20,253 $43,836 $33,567

Dividends and undistributed earnings allocated to participating securities

191 205 400 298

Net income available to common stockholders

$20,674 $20,048 $43,436 $33,269

Weighted-average common shares outstanding for basic earnings per share

25,081 25,368 25,230 25,363

Dilutive effect of stock-based awards

314 346 307 320

Weighted-average common shares outstanding for diluted earnings per share

25,395 25,714 25,537 25,683

Earnings per common share:

Basic earnings per common share

$0.82 $0.79 $1.72 $1.31

Diluted earnings per common share

$0.81 $0.78 $1.70 $1.30

There were no antidilutive shares for the three and six months ended June 30, 2026 and 2025.

NOTE 18 Derivative Instruments

The Company uses a variety of derivative instruments to mitigate exposure to both market and credit risks inherent in its business activities. The Company manages these risks as part of its overall asset and liability management process and through its policies and procedures. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract.

Derivatives are often measured in terms of notional amount, but this amount is generally not exchanged, and it is not recorded on the Company’s consolidated balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread, or other index. Residential and commercial real estate (“CRE”) loan commitments associated with loans to be sold also qualify as derivative instruments.

Derivatives Designated as Hedging Instruments

The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP. On the date the Company enters into a derivative contract designated as a hedging instrument, the derivative is designated as either a fair value hedge, cash flow hedge, or a net investment hedge. When a derivative is designated as a fair value, cash flow, or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s). As of June 30, 2026, the Company only used fair value and cash flow hedges.

Fair value hedges: These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying mortgage-backed investment securities and mortgage loan pools. The interest rate swaps are carried on the Company’s Consolidated Balance Sheet at their fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the interest rate swaps due to changes in benchmark interest rates are recorded as an adjustment to the hedged instruments and offset in the same interest income line items.

28

Cash flow hedges: These derivatives are interest rate swaps the Company uses to hedge the variability of expected future cash flows due to market interest changes. The interest rate swap is carried on the Company’s consolidated balance sheet at its fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). Changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) (“OCI”) until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in OCI is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in OCI is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within accumulated other comprehensive income (loss) (“AOCI”). The Company estimates that no additional amounts will be reclassified as an increase to interest expense over the next 12 months. All cash flow hedges were highly effective for the three and six months ended June 30, 2026. As of June 30, 2026, the maximum length of time over which forecasted transactions are hedged was 38 months.

Derivatives Not Designated as Hedging Instruments

Interest rate swaps: The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.

Interest rate lock commitments, forward loan sales commitments and to be announced mortgage backed securities: The Company enters into forward delivery contracts to sell mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.

The following table presents the total notional amounts and gross fair values of the Company’s derivatives as of June 30, 2026 and December 31, 2025:

Derivative Assets (1)

Derivative Liabilities (2)

Notional

Fair

Notional

Fair

(dollars in thousands)

Amount

Value

Amount

Value

June 30, 2026

Designated as hedging instruments:

Cash flow hedges:

Interest rate swaps

200,000 1,046 — —

Total derivatives designated as hedging instruments

$200,000 $1,046 $— $—

Not designated as hedging instruments:

Interest rate swaps (1)

$565,464 $6,933 $581,464 $7,131

Interest rate lock commitments

37,966 421 — —

Forward loan sales commitments

5,073 62 — —

To-be-announced mortgage backed securities

— — 49,500 23

Total asset derivatives not designated as hedging instruments

$608,503 $7,416 $630,964 $7,154

December 31, 2025

Designated as hedging instruments:

Cash flow hedges:

Interest rate swaps

— — 200,000 19

Total derivatives designated as hedging instruments

$— $— $200,000 $19

Not designated as hedging instruments:

Interest rate swaps (3)

$490,341 $10,454 $507,341 $10,603

Interest rate lock commitments

17,985 256 — —

Forward loan sales commitments

12,082 248 — —

To-be-announced mortgage backed securities

— — 30,500 60

Total asset derivatives not designated as hedging instruments

$520,408 $10,958 $537,841 $10,663

(1)

Derivative assets are included in other assets on the Company’s consolidated balance sheet.

(2)

Derivative liabilities are included in accrued expenses and other liabilities on the Company’s consolidated balance sheet.

(3)

Reported fair values include accrued interest receivable and payable.

29

The following table shows the effective portion of the gains (losses) recognized in OCI and the gains (losses), before tax, reclassified from OCI into earnings for the periods indicated:

Gains (Losses)

Gains (Losses)

Reclassified

Recognized in

from OCI

(dollars in thousands)

OCI

into Earnings

Derivatives designated as hedging instruments

For the three months ended June 30, 2026

Cash flow hedges:

Interest rate swaps

$278 $—

For the three months ended June 30, 2025

Cash flow hedges:

Interest rate swaps

$(147) $—

For the six months ended June 30, 2026

Cash flow hedges:

Interest rate swaps

$1,065 $—

For the six months ended June 30, 2025

Cash flow hedges:

Interest rate swaps

$(609) $(22)

The following table shows the effect of fair value and cash flow hedge accounting on derivatives designated as hedging instruments in the Consolidated Statements of Income for the periods indicated:

Location and Amount of Gains (Losses) Recognized in Income

Interest Income

Interest Expense

Loans,

Investment

including

securities -

Short-term

(dollars in thousands)

fees

Taxable

borrowings

For the three months ended June 30, 2026

Total amounts in the Consolidated Statements of Income

$62,214 $7,258 $2,935

Fair value hedges:

Interest rate swaps

— (1) —

Cash flow hedges:

Interest rate swaps

— — —

For the three months ended June 30, 2025

Total amounts in the Consolidated Statements of Income

$63,853 $5,310 $3,982

Fair value hedges:

Interest rate swaps

— 143 —

Cash flow hedges:

Interest rate swaps

— — —

For the six months ended June 30, 2026

Total amounts in the Consolidated Statements of Income

$120,835 $14,363 $5,292

Fair value hedges:

Interest rate swaps

— (11) —

Cash flow hedges:

Interest rate swaps

— — —

For the six months ended June 30, 2025

Total amounts in the Consolidated Statements of Income

$125,348 $11,017 $6,821

Fair value hedges:

Interest rate swaps

— 291 —

Cash flow hedges:

Interest rate swaps

— — (22)
30

The gain (loss) recognized on derivatives not designated as hedging relationships for the three and six months ended June 30, 2026 and 2025 was as follows:

(dollars in thousands)

Three months ended June 30,

Six months ended June 30,

Derivatives not designated as hedging instruments

Consolidated Statements of Income Location

2026

2025

2026

2025

Interest rate swaps

Other noninterest income

$— $— $— $—

Interest rate swaps

Mortgage banking

(96) 191 (50) 378

Interest rate lock commitments

Mortgage banking

288 275 237 597

Forward loan sales commitments

Mortgage banking

(28) (190) (186) (197)

To-be-announced mortgage backed securities

Mortgage banking

(280) (54) 186 (340)

Total gain (loss) from derivatives not designated as hedging instruments

$(116) $222 $187 $438

The Company has third party agreements that require a minimum dollar transfer amount upon a margin call. These requirements are dependent on certain specified credit measures. There was no collateral posted with third parties at either June 30, 2026 or December 31, 2025. If any, the amount of collateral posted with third parties would be deemed to be sufficient as of those dates to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

Credit Risk-Related Contingent Features

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

The Company has agreements with its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

As of June 30, 2026 and December 31, 2025, the fair value of derivatives in a net liability position, which included accrued interest but excluded any adjustment for non-performance risk, related to these agreements was $7.1 million and $10.6 million, respectively. As of June 30, 2026 and December 31, 2025, the Company had minimum collateral posting thresholds with certain of its derivative counterparties and did not have any posted cash collateral. If the Company had breached any of these provisions at June 30, 2026 or December 31, 2025, it could have been required to settle its obligations under the agreements at their termination value of $7.1 million and $10.6 million, respectively.

31

Balance Sheet Offsetting

The following tables present the Company’s derivative positions and the potential effect of netting arrangements on its financial position as of the dates indicated:

Gross Amount

Not Offset in the

Consolidated

Balance Sheets

Gross Amount

Gross Amount

Net Amount

Recognized in the

Offset in the

Presented in the

Consolidated

Consolidated

Consolidated

Cash Collateral

(dollars in thousands)

Balance Sheets

Balance Sheets

Balance Sheets

Pledged (Received)

Net Amount

June 30, 2026

Derivative assets:

Interest rate swaps − Company (1)

$1,046 $— $1,046 $(1,032) $14

Interest rate swaps − dealer bank (1)

3,594 — 3,594 352 3,946

Interest rate swaps − customer (2)

3,339 — 3,339 — 3,339

To-be-announced mortgage backed securities

— — — — —

Total

$7,979 $— $7,979 $(680) $7,299

Derivative liabilities:

Interest rate swaps − Company (1)

$— $— $— $— $—

Interest rate swaps − dealer bank (1)

3,395 — 3,395 490 2,905

Interest rate swaps − customer (2)

3,736 — 3,736 — 3,736

To-be-announced mortgage backed securities

23 — 23 — 23

Total

$7,154 $— $7,154 $490 $6,664

(1)

The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.

(2)

The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.

Gross Amount

Not Offset in the

Consolidated

Balance Sheets

Gross Amount

Gross Amount

Net Amount

Recognized in the

Offset in the

Presented in the

Consolidated

Consolidated

Consolidated

Cash Collateral

(dollars in thousands)

Balance Sheets

Balance Sheets

Balance Sheets

Pledged (Received)

Net Amount

December 31, 2025

Derivative assets:

Interest rate swaps − Company (1)

$— $— $— $— $—

Interest rate swaps − dealer bank (1)

2,902 — 2,902 (5,710) (2,808)

Interest rate swaps − customer (2)

7,552 — 7,552 7,552

To-be-announced mortgage backed securities

— — — — —

Total

$10,454 $— $10,454 $(5,710) $4,744

Derivative liabilities:

Interest rate swaps − Company (1)

$19 $— $19 $34 $(15)

Interest rate swaps − dealer bank (1)

7,567 — 7,567 (34) 7,601

Interest rate swaps − customer (2)

3,036 $— 3,036 — 3,036

To-be-announced mortgage backed securities

60 — 60 — 60

Total

$10,682 $— $10,682 $— $10,682

(1)

The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.

(2)

The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.

32

NOTE 19 Regulatory Matters

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier 1, tier 1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier 1 capital (as defined) to average assets (as defined). Management believes that, at June 30, 2026 and December 31, 2025, each of the Company and the Bank had met all of the capital adequacy requirements to which it was subject.

The following tables present the Company’s and the Bank’s actual capital amounts and ratios as of June 30, 2026 and December 31, 2025:

June 30, 2026

Minimum to be

Minimum Required

Well Capitalized

for Capital

Under Prompt

Actual

Adequacy Purposes

Corrective Action (1)

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Common equity tier 1 capital to risk weighted assets

Consolidated (1)

$476,882 10.81% $198,440 4.50% N/A N/A

Bank

474,133 10.92% 195,472 4.50% 282,348 6.50%

Tier 1 capital to risk weighted assets

Consolidated (1)

486,121 11.02% 264,587 6.00% N/A N/A

Bank

474,133 10.92% 260,629 6.00% 347,505 8.00%

Total capital to risk weighted assets

Consolidated (1)

588,055 13.34% 352,782 8.00% N/A N/A

Bank

526,067 12.11% 347,505 8.00% 434,381 10.00%

Tier 1 capital to average assets

Consolidated (1)

486,121 9.49% 204,859 4.00% N/A N/A

Bank

474,133 9.26% 204,721 4.00% 255,901 5.00%

(1)

“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.

December 31, 2025

Minimum to be

Minimum Required

Well Capitalized

for Capital

Under Prompt

Actual

Adequacy Purposes

Corrective Action (1)

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Common equity tier 1 capital to risk weighted assets

Consolidated (1)

$452,125 10.28% $198,002 4.50% N/A N/A

Bank

448,675 10.41% 194,009 4.50% 280,235 6.50%

Tier 1 capital to risk weighted assets

Consolidated (1)

461,307 10.48% 264,002 6.00% N/A N/A

Bank

448,675 10.41% 258,679 6.00% 344,905 8.00%

Total capital to risk weighted assets

Consolidated (1)

566,443 12.87% 352,003 8.00% N/A N/A

Bank

502,714 11.66% 344,905 8.00% 431,131 10.00%

Tier 1 capital to average assets

Consolidated (1)

461,307 8.86% 208,235 4.00% N/A N/A

Bank

448,675 8.62% 208,160 4.00% 260,200 5.00%

(1)

“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.

The Bank is subject to certain restrictions on the amount of dividends that it may pay without prior regulatory approval, including rules requiring a 2.5 percent capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount will be subject to the limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. As of June 30, 2026, the capital ratios for the Company and the Bank were sufficient to meet the conservation buffer. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development (“HUD”) regulatory guidelines including required minimum capital and liquidity to maintain their Federal Housing Administration approval status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of June 30, 2026 and December 31, 2025, the Company was in compliance with the aforementioned guidelines.

33

NOTE 20 Other Comprehensive Income (Loss)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:

For the three months ended

June 30, 2026

June 30, 2025

Tax

Tax

Pre-Tax

(Expense)

After-Tax

Pre-Tax

(Expense)

After-Tax

(dollars in thousands)

Amount

Benefit

Amount

Amount

Benefit

Amount

Debt Securities:

Change in fair value

$(1,270) $330 $(940) $4,628 $(1,161) $3,467

Less: reclassification adjustment from amortization of securities transferred from AFS to HTM (1)

12 (4) 8 42 (10) 32

Net change

(1,282) 334 (948) 4,586 (1,151) 3,435

Cash Flow Hedges:

Change in fair value

278 (72) 206 (147) 37 (110)

Less: reclassified AOCI gain (loss) into interest expense (2)

— — — — — —

Net change

278 (72) 206 (147) 37 (110)

Other Derivatives:

Change in fair value

— — — 110 (28) 82

Other comprehensive income (loss)

$(1,004) $262 $(742) $4,549 $(1,142) $3,407

(1)

Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 3 Investment Securities” for further details.

(2)

Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 18 Derivative Instruments” for further details.

For the six months ended

June 30, 2026

June 30, 2025

Tax

Tax

Pre-Tax

(Expense)

After-Tax

Pre-Tax

(Expense)

After-Tax

(dollars in thousands)

Amount

Benefit

Amount

Amount

Benefit

Amount

Debt Securities:

Change in fair value

$(4,883) $1,293 $(3,590) $18,855 $(4,733) $14,122

Less: reclassification adjustment from amortization of securities transferred from AFS to HTM (1)

32 (10) 22 95 (24) 71

Net change

(4,915) 1,303 (3,612) 18,760 (4,709) 14,051

Cash Flow Hedges:

Change in fair value

1,065 (276) 789 (609) 153 (456)

Less: reclassified AOCI gain (loss) into interest expense (2)

— — — (22) 6 (16)

Net change

1,065 (276) 789 (587) 147 (440)

Other Derivatives:

Change in fair value

— — — (123) 31 (92)

Other comprehensive income (loss)

$(3,850) $1,027 $(2,823) $18,050 $(4,531) $13,519

(1)

Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 3 Investment Securities” for further details.

(2)

Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 18 Derivative Instruments” for further details.

34

Net Unrealized

Net Unrealized

Net Unrealized

Gains (Losses) on

Gains (Losses)

Gains (Losses) on

Cash Flow

on Other

(dollars in thousands)

Debt Securities (1)

Hedges (1)

Derivatives (1)

AOCI (1)

For the Three Months Ended June 30, 2026

Balance at March 31, 2026

$(4,710) $554 $(81) $(4,237)

Other comprehensive income (loss) before reclassifications

(940) 206 — (734)

Less: Amounts reclassified from AOCI

8 — — 8

Less: reclassification adjustment for net realized losses

— — — —

Other comprehensive income (loss)

(948) 206 — (742)

Balance at June 30, 2026

$(5,658) 760 (81) (4,979)

For the Three Months Ended June 30, 2025

Balance at March 31, 2025

$(63,108) $(3) $(143) $(63,254)

Other comprehensive income (loss) before reclassifications

3,467 (110) 82 3,439

Less: Amounts reclassified from AOCI

32 — — 32

Other comprehensive income (loss)

3,435 (110) 82 3,407

Balance at June 30, 2025

$(59,673) (113) (61) (59,847)

For the Six Months Ended June 30, 2026

Balance at December 31, 2025

$(2,046) $(29) $(81) $(2,156)

Other comprehensive income (loss) before reclassifications

(3,590) 789 — (2,801)

Less: Amounts reclassified from AOCI

22 — — 22

Other comprehensive income (loss)

(3,612) 789 — (2,823)

Balance at June 30, 2026

$(5,658) 760 (81) (4,979)

For the Six Months Ended June 30, 2025

Balance at December 31, 2024

$(73,724) $327 $31 $(73,366)

Other comprehensive income (loss) before reclassifications

14,122 (456) (92) 13,574

Less: Amounts reclassified from AOCI

71 (16) — 55

Other comprehensive income (loss)

14,051 (440) (92) 13,519

Balance at June 30, 2025

$(59,673) $(113) $(61) $(59,847)

(1)

All amounts net of tax.

NOTE 21 Stock Repurchase Program

On December 12, 2023, the Board of Directors of the Company approved a stock repurchase program (the “Program”) which authorizes the Company to repurchase up to 1,000,000 shares of its common stock subject to certain limitations and conditions. The Program became effective on February 18, 2024, replacing and superseding a prior stock repurchase program, and will expire on February 18, 2027.

The Program does not obligate the Company to repurchase any shares of its common stock, and other than repurchases that have been completed to date, there is no assurance that the Company will do so or that the Company will repurchase shares at favorable prices. The Program may be suspended or terminated at any time and, even if fully implemented, the Program may not enhance long-term stockholder value. For the six months ended June 30, 2026, the Company repurchased 500,000 shares of common stock under the Program. The Company also repurchases shares to pay withholding taxes on the vesting of restricted stock awards and units.

35

NOTE 22 Fair Value of Assets and Liabilities

The Company categorizes its assets and liabilities measured at estimated fair value into a three level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the estimated fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:

Level 1—Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2—Inputs that 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. Estimated fair values for these instruments are estimated using pricing models, quoted prices of investment securities with similar characteristics, or discounted cash flows.

Level 3—Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company may re‑measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value.

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at estimated fair value for the initial and subsequent measurement on an instrument‑by‑instrument basis. The Company adopted the policy to value certain financial instruments at estimated fair value. The Company has not elected to measure any existing financial instruments at estimated fair value; however, it may elect to measure newly acquired financial instruments at estimated fair value in the future.

Recurring Basis

The Company uses estimated fair value measurements to record estimated fair value adjustments to certain assets and liabilities and to determine estimated fair value disclosures.

The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

June 30, 2026

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Trading

$501 $— $— $501

Available-for-sale

U.S. treasury and government agencies

— 13,234 — 13,234

Mortgage backed securities

Residential agency

— 479,653 — 479,653

Commercial

— — — —

Asset backed securities

— 14 — 14

Corporate bonds

— 41,290 — 41,290

Total available-for-sale investment securities

$— $534,191 $— $534,191

Servicing rights (1)

$— $— $7,022 $7,022

Other assets

Derivatives

$— $8,462 $— $8,462

Other liabilities

Derivatives

$— $7,154 $— $7,154

(1)

See Note 7 Loan Servicing for more information on mortgage servicing rights (MSR).

December 31, 2025

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Trading

$1,758 $— $— $1,758

Available-for-sale

U.S. treasury and government agencies

— 405 — 405

Mortgage backed securities

Residential agency

— 476,746 — 476,746

Asset backed securities

— 15 — 15

Corporate bonds

— 36,929 — 36,929

Total available-for-sale investment securities

$— $514,095 $— $514,095

Servicing rights (1)

$— $— $6,383 $6,383

Other assets

Derivatives

$— $10,958 $— $10,958

Other liabilities

Derivatives

$— $10,682 $— $10,682

(1)

See Note 7 Loan Servicing for more information on mortgage servicing rights (MSR).

36

The following is a description of the valuation methodologies used for instruments measured at estimated fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities, Trading for Deferred Compensation

The fair value of trading securities for deferred compensation is reported using market quoted prices as such securities and underlying securities are actively traded and no valuation adjustments have been applied and therefore are classified as Level 1.

Investment Securities, Available-for-Sale

Generally, debt securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs and therefore are classified as Level 2.

Derivatives

All of the Company’s derivatives are traded in over‑the‑counter markets where quoted market prices are not readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts.

Servicing Rights

Servicing rights are measured based on valuation techniques using Level 3 inputs. The Company uses a discounted cash flow model that incorporates assumptions market participants would use in estimating the fair value of servicing rights, including, but not limited to, conditional prepayment rate utilizing the Public Securities Association (PSA) convention, servicing fee rate, ancillary fees, and cost to service.

Nonrecurring Basis

Certain assets are measured at estimated fair value on a nonrecurring basis. These assets are not measured at estimated fair value on an ongoing basis; however, they are subject to estimated fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.

The estimated fair value of certain assets on a nonrecurring basis as of June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Collateral dependent loans

— — 1,364 1,364

Foreclosed assets

— — 9,571 9,571

December 31, 2025

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Collateral dependent loans

$— $— $33,484 $33,484

Foreclosed assets

— — 308 308

Loans Held for Sale

Loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes indicate estimated fair value of the held for sale loans is greater than cost.

Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value represent additional net write‑downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale.

Collateral Dependent Loans

The estimated fair value of collateral dependent loans is based on fair value, less estimated cost to sell. Collateral dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company considers appraisal analysis as the starting point for determining fair value, and then considers other factors and events in the environment that may affect fair value. Values of the collateral underlying collateral dependent loans are obtained when the loan is determined to be collateral dependent, and subsequently as deemed necessary by management. Values are reviewed for accuracy and consistency by management. The ultimate collateral values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.

Foreclosed Assets

Assets acquired through loan foreclosure are included in other assets and are initially recorded at estimated fair value less estimated selling costs. The estimated fair value of foreclosed assets is evaluated regularly and any decreases in value along with holding costs, such as taxes, insurance and utilities, are reported in noninterest expense.

37

The valuation techniques and significant unobservable inputs used to measure Level 3 estimated fair values as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

(dollars in thousands)

Weighted

Asset Type

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Collateral dependent loans

Appraisal value

Property specific adjustment

1,364 19.0% 19.0%

Foreclosed assets

Appraisal value

Property specific adjustment

9,571 10.0% 10.0%

Servicing rights

Discounted cash flows

Prepayment speed assumptions

7,022 99 - 332 161

Discount rate

10.3% 10.3%

December 31, 2025

(dollars in thousands)

Weighted

Asset Type

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Collateral dependent loans

Appraisal value

Property specific adjustment

$33,484 10 - 35% 30.7%

Foreclosed assets

Appraisal value

Property specific adjustment (1)

308 10.0% 10.0%

Servicing rights

Discounted cash flows

Prepayment speed assumptions

6,383 130 - 730 239

Discount rate

10.0% 10.0%

Disclosure of estimated fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases in which quoted market prices are not available, estimated fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived estimated fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain financial instruments, with an estimated fair value that is not practicable to estimate and all non‑financial instruments, are excluded from the disclosure requirements. Accordingly, the aggregate estimated fair value amounts presented do not necessarily represent the underlying value of the Company.

The following disclosures represent financial instruments for which the ending balances, as of June 30, 2026 and December 31, 2025, were not carried at estimated fair value in their entirety on the consolidated balance sheets.

Cash and Cash Equivalents and Accrued Interest

The carrying amounts reported in the consolidated balance sheets approximate those assets and liabilities estimated fair values.

Investment Securities, Held-to-Maturity

The fair values of debt securities held-to-maturity are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.

Loans

For variable‑rate loans that reprice frequently and with no significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values of other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Bank‑Owned Life Insurance

Bank‑owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract.

Deposits

The estimated fair values of demand deposits are, by definition, equal to the amount payable on demand at the consolidated balance sheet date. The estimated fair values of fixed‑rate certificates of deposit are estimated using a discounted cash flow calculation that applies current incremental interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.

Short‑Term Borrowings and Long‑Term Debt

For variable‑rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair values of fixed‑rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

38

Off‑Balance Sheet Credit‑Related Commitments

Off‑balance sheet credit related commitments are generally of short‑term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments at the dates indicated were as follows:

June 30, 2026

Carrying

Estimated Fair Value

(dollars in thousands)

Amount

Level 1

Level 2

Level 3

Total

Financial Assets

Cash and cash equivalents

$109,012 $109,012 $— $— $109,012

Investment securities held-to-maturity

242,516 — 215,234 — 215,234

Loans, net

3,985,883 — — 3,870,241 3,870,241

Accrued interest receivable

20,213 — 20,213 — 20,213

Bank-owned life insurance

41,894 — 41,894 — 41,894

Servicing rights

7,022 — — 7,022 7,022

Financial Liabilities

Noninterest-bearing deposits

$759,640 $— $759,640 $— $759,640

Interest-bearing deposits

2,856,029 — 2,856,029 — 2,856,029

Time deposits

576,228 — 578,419 — 578,419

Short-term borrowings

345,000 — 345,000 — 345,000

Long-term debt

59,239 — 62,725 — 62,725

Accrued interest payable

7,461 — 7,461 — 7,461

December 31, 2025

Carrying

Estimated Fair Value

(dollars in thousands)

Amount

Level 1

Level 2

Level 3

Total

Financial Assets

Cash and cash equivalents

$67,192 $67,192 $— $— $67,192

Investment securities held-to-maturity

254,448 — 228,009 — 228,009

Loans, net

3,986,107 — — 3,956,517 3,956,517

Accrued interest receivable

21,742 — 21,742 — 21,742

Bank-owned life insurance

39,307 — 39,307 — 39,307

Servicing rights

6,383 — — 6,383 6,383

Financial Liabilities

Noninterest-bearing deposits

$807,896 $— $807,896 $— $807,896

Interest-bearing deposits

2,807,565 — 2,807,565 — 2,807,565

Time deposits

576,542 — 580,473 — 580,473

Short-term borrowings

308,800 — 308,800 — 308,800

Long-term debt

59,182 — 59,911 — 59,911

Accrued interest payable

8,124 — 8,124 — 8,124
39

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion explains the Company’s financial condition and results of operations as of and for the three and six months ended June 30, 2026 and 2025. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 4, 2026.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. These statements are often, but not always, identified by words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements the Company makes regarding the Company’s projected growth, anticipated future financial performance, financial condition, credit quality, management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the following:

●

the strength of the local, state, national and international economies and financial markets (including effects of inflationary pressures and future monetary policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve") and executive orders in response thereto);

●

interest rate risk, including the effects of changes in interest rates;

●

effects on the U.S. economy resulting from actions taken by the federal government, including the threat or implementation of tariffs, immigration enforcement, executive orders, and changes in foreign policy;

●

disruptions to the global supply chain, including as a result of domestic or foreign policies;

●

the Company’s ability to successfully manage credit risk, including in the CRE portfolio, and maintain an adequate level of allowance for credit losses;

●

business and economic conditions generally and in the financial services industry, nationally and within the Company’s market areas, including the level and impact of inflation rates and possible recession;

● the Company’s ability to raise additional capital to implement its business plan;

●

credit risks and risks from concentrations (including by type of borrower, geographic area, collateral, and industry) within the Company’s loan portfolio;

● the concentration of large loans to certain borrowers (including CRE loans);

●

the level of nonperforming assets on the Company’s balance sheet;

●

the Company’s ability to implement organic and acquisition growth strategies;

●

the commencement, cost, and outcome of litigation and other legal proceedings and regulatory actions against the Company or to which the Company may become subject, including with respect to pending actions relating to the Company’s previous ESOP fiduciary services commenced by government and private parties;

●

the impact of economic or market conditions on the Company’s fee-based services;

●

the Company’s ability to continue to grow the retirement and benefit services business;

●

the Company’s ability to continue to originate a sufficient volume of residential mortgages;

●

the occurrence of fraudulent activity, breaches or failures of the Company’s or its third-party vendors’ information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools or as a result of insider fraud;

40

●

interruptions involving the Company’s information technology and telecommunications systems or third-party servicers;

●

potential losses incurred in connection with mortgage loan repurchases;

●

the composition of the Company’s executive management team and the Company’s ability to attract and retain key personnel;

●

rapid and expensive technological changes implemented by the Company and other parties in the financial services industry, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence;

●

emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm our business or customers;

●

increased competition in the financial services industry, including from non-banks such as credit unions, financial technology companies and digital asset service providers;

●

the Company’s ability to successfully manage liquidity risk, including the Company’s need to access higher cost sources of funds such as fed funds purchased and short-term borrowings;

●

the concentration of large deposits from certain clients, including those who have balances above current Federal Deposit Insurance Corporation (“FDIC”) insurance limits;

●

the effectiveness of the Company’s risk management framework;

●

potential impairment to the goodwill the Company recorded in connection with the Company’s past acquisitions, including the acquisitions of Metro Phoenix Bank and HMN Financial, Inc. (“HMNF”);

●

the extensive regulatory framework that applies to the Company;

●

the ability of the Bank to pay dividends to the Company, and the Company's ability to pay dividends to its stockholders;

●

new or revised accounting standards, as may be adopted by state and federal regulatory agencies, the FASB, the SEC or the Public Company Accounting Oversight Board;

●

fluctuations in the values of the securities held in the Company’s securities portfolio, including as a result of changes in interest rates;

●

governmental monetary, trade and fiscal policies;

●

risks related to climate change and the negative impact it may have on the Company’s customers and their businesses;

●

severe weather, natural disasters, and widespread disease or pandemics;

●

acts of war, military conflicts, or terrorism, including the wars in Iran and Ukraine, ongoing conflicts in the Middle East, and other international military conflicts, or adverse external events and changes in foreign relations that can increase levels of political and economic unpredictability, contribute to rising energy and commodity prices, affect global supply chains, increase the volatility of financial markets, and other matters beyond our control;

●

the availability of future equity and debt issuances and other capital raising opportunities on favorable terms;

●

any material weaknesses in the Company’s internal control over financial reporting;

●

the Company’s success at managing and responding to the risks involved in the foregoing items; and

●

any other risks described in the “Risk Factors” section of this report and in other reports filed by Alerus Financial Corporation with the SEC.

Any forward-looking statement made by the Company in this report is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Overview

The Company is a commercial wealth advisory services bank and national retirement and benefit services provider headquartered in Grand Forks, North Dakota. Through the Company’s subsidiary, Alerus Financial, National Association, the Company provides financial solutions to businesses and consumers through three distinct business lines—banking, retirement and benefit services, and wealth advisory services. These solutions are delivered through a relationship‑oriented primary point of contact along with responsive and client‑friendly technology.

The Company’s business model produces strong financial performance and a diversified revenue stream, which has helped the Company establish a brand and culture yielding both a loyal client base and passionate and dedicated employees. The Company generates a majority of overall revenue from noninterest income, which is driven primarily by the Company’s retirement and benefit services and wealth advisory services business lines. The remainder of the Company’s revenue consists of net interest income, which the Company derives from offering traditional banking products and services.

41

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgements and uncertainties and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, management is required to make significant estimates and assumptions that affect assets, liabilities, revenues, and expenses reported. Actual results could differ materially from our current estimates as a result of changing conditions and future events. Several estimates are particularly critical and are susceptible to significant near term change, including (i) the ACL on loans; (ii) goodwill impairment; and (iii) fair value of loans acquired in business combinations.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 includes a discussion of the Company’s critical accounting policies. There have been no material changes to the Company’s critical accounting policies from those disclosed within its Annual Report on Form 10-K for the year ended December 31, 2025.

Refer to “NOTE 2 Recent Accounting Pronouncements” of the consolidated financial statements included in this report for a discussion of accounting pronouncements issued but yet to be adopted and implemented.

Recent Developments

Stockholder Dividend

On May 21, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.22 per share of common stock. This dividend was paid on July 10, 2026, to stockholders of record at the close of business on June 26, 2026.

Property Sales

The Company’s West Fargo, North Dakota branch is listed for sale for $3.8 million and is expected to sell within the next 12 months. At June 30, 2026, the facility had a carrying value of approximately $0.4 million. The Company expects to record a gain on the sale upon closing, as the expected sale price is greater than the property’s carrying value.

Operating Results Overview

The following table summarizes key financial results as of and for the periods indicated:

Three months ended

Six months ended

June 30,

March 31,

June 30,

June 30,

June 30,

(dollars and shares in thousands, except per share data)

2026

2026

2025

2026

2025

Performance Ratios

Return on average total assets

1.60 % 1.79 % 1.53 % 1.69 % 1.28 %

Adjusted return on average total assets (1)

1.58 % 1.79 % 1.41 % 1.68 % 1.26 %

Return on average common equity

14.56 % 16.44 % 15.82 % 15.49 % 13.37 %

Return on average tangible common equity (1)

19.33 % 21.85 % 22.65 % 20.57 % 19.66 %

Adjusted return on average tangible common equity (1)

19.04 % 21.96 % 21.02 % 20.48 % 19.36 %

Noninterest income as a % of revenue

40.85 % 40.72 % 42.47 % 40.78 % 41.37 %

Adjusted noninterest (loss) income as a % of revenue (1)

40.36 % 40.73 % 40.86 % 40.54 % 40.52 %

Net interest margin (taxable-equivalent basis) (1)

3.97 % 3.77 % 3.51 % 3.87 % 3.46 %

Efficiency ratio (1)

62.53 % 63.39 % 60.66 % 62.95 % 64.54 %

Adjusted efficiency ratio (1)

62.76 % 63.20 % 62.35 % 62.97 % 64.55 %

Net charge-offs (recoveries) to average loans (1)

0.26 % 0.71 % 0.37 % 0.48 % 0.21 %

Dividend payout ratio

27.16 % 23.60 % 26.92 % 25.29 % 31.54 %

Per Common Share

Earnings per common share − basic

$ 0.82 $ 0.90 $ 0.79 $ 1.72 $ 1.31

Earnings per common share − diluted

$ 0.81 $ 0.89 $ 0.78 $ 1.70 $ 1.30

Adjusted earnings per common share − diluted (1)

$ 0.80 $ 0.89 $ 0.72 $ 1.69 $ 1.27

Dividends declared per common share

$ 0.22 $ 0.21 $ 0.21 $ 0.43 $ 0.41

Book value per common share

$ 23.34 $ 22.79 $ 21.00

Tangible book value per common share (1)

$ 18.73 $ 18.15 $ 16.11

Average common shares outstanding − basic

25,081 25,380 25,368 25,230 25,363

Average common shares outstanding − diluted

25,395 25,679 25,714 25,537 25,683

Other Data

Retirement and benefit services assets under administration/management

$ 45,163,767 $ 42,273,839 $ 42,451,544

Wealth advisory services assets under administration/management

$ 5,195,511 $ 4,792,609 $ 4,613,102

Mortgage originations

$ 113,450 $ 94,434 $ 134,634 $ 207,884 $ 205,227

(1)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

42

Selected Financial Data

The following tables summarize selected financial data as of and for the periods indicated:

Three months ended

Six months ended

June 30,

March 31,

June 30,

June 30,

June 30,

(dollars in thousands)

2026

2026

2025

2026

2025

Selected Average Balance Sheet Data

Loans

$ 4,032,142 $ 4,029,719 $ 4,079,084 $ 4,030,939 $ 4,051,129

Investment securities

773,692 771,885 823,463 772,793 841,479

Assets

5,226,319 5,218,515 5,302,728 5,222,438 5,287,622

Deposits

4,180,857 4,238,713 4,305,275 4,209,625 4,340,739

Fed funds purchased and Bank Term Funding Program

74,104 35,628 149,046 54,972 99,714

FHLB short-term advances

226,703 204,444 200,000 215,635 200,000

Long-term debt

59,225 59,195 59,112 59,210 59,098

Stockholders’ equity

574,862 566,563 513,606 570,735 506,470

June 30,

March 31,

December 31,

June 30,

March 31,

(dollars in thousands)

2026

2026

2025

2025

2025

Selected Period End Balance Sheet Data

Loans

$ 4,034,244 $ 4,034,744 4,048,022 $ 4,044,657 $ 4,102,075

Allowance for credit losses on loans

(48,361 ) (50,505 ) (61,915 ) (59,278 ) (62,127 )

Investment securities

777,208 771,296 770,302 806,544 791,650

Assets

5,288,718 5,287,971 5,230,084 5,323,822 5,330,572

Deposits

4,191,897 4,347,882 4,192,003 4,337,468 4,412,653

Long-term debt

59,239 59,211 59,182 59,126 59,154

Total stockholders’ equity

583,143 574,693 564,933 533,155 550,687

Three months ended

Six months ended

June 30,

March 31,

June 30,

June 30,

June 30,

(dollars in thousands)

2026

2026

2025

2026

2025

Selected Income Statement Data

Net interest income

$ 47,712 $ 44,911 $ 43,032 $ 92,623 $ 84,189

Provision for (recovery of) credit losses

495 (4,883 ) — (4,388 ) 863

Noninterest income

32,945 30,847 31,763 63,792 59,395

Noninterest expense

52,883 50,391 48,438 103,274 98,805

Income before income taxes

27,279 30,250 26,357 57,529 43,916

Income tax expense

6,414 7,279 6,104 13,693 10,349

Net income

$ 20,865 $ 22,971 $ 20,253 $ 43,836 $ 33,567

Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, the Company routinely supplements its evaluation with an analysis of certain non-GAAP financial measures. Management uses the non-GAAP financial measures presented in the tables below in its analysis of its performance, and believes financial analysts and investors frequently use these measures, and other similar measures, to evaluate capital adequacy and financial performance. Management, banking regulators, many financial analysts and other investors use these measures in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.

The following tables present these non-GAAP financial measures along with the most directly comparable financial measures calculated in accordance with GAAP as of and for the periods indicated:

June 30,

March 31,

December 31,

June 30,

(dollars and shares in thousands, except per share data)

2026

2026

2025

2025

Tangible common equity to tangible assets

.

Total common stockholders’ equity

$ 583,143 $ 574,693 $ 564,933 $ 533,155

Less: Goodwill

85,634 85,634 85,634 85,634

Less: Other intangible assets

29,422 31,397 33,371 38,462

Tangible common equity (a)

468,087 457,662 445,928 409,059

Total assets

5,288,718 5,287,971 5,230,084 5,323,822

Less: Goodwill

85,634 85,634 85,634 85,634

Less: Other intangible assets

29,422 31,397 33,371 38,462

Tangible assets (b)

5,173,662 5,170,940 5,111,079 5,199,726

Tangible common equity to tangible assets (a)/(b)

9.05 % 8.85 % 8.72 % 7.87 %

Tangible book value per common share

Tangible common equity (a)

468,087 457,662 445,928 409,059

Total common shares issued and outstanding (c)

24,986 25,214 25,406 25,389

Tangible book value per common share (a)/(c)

$ 18.73 $ 18.15 $ 17.55 $ 16.11
43

Three months ended

Six months ended

June 30,

March 31,

June 30,

June 30,

June 30,

(dollars and shares in thousands, except per share data)

2026

2026

2025

2026

2025

Return on Average Tangible Common Equity

Net income

$ 20,865 $ 22,971 $ 20,253 $ 43,836 $ 33,567

Add: Intangible amortization expense (net of tax) (1)

1,559 1,560 2,141 3,120 4,281

Net income, excluding intangible amortization (d)

22,424 24,531 22,394 46,956 37,848

Average total equity

574,862 566,563 513,606 570,735 506,470

Less: Average goodwill

85,634 85,634 85,634 85,634 85,634

Less: Average other intangible assets (net of tax) (1)

24,003 25,664 31,436 24,829 32,571

Average tangible common equity (e)

465,225 455,265 396,536 460,272 388,265

Return on average tangible common equity (d)/(e)

19.33 % 21.85 % 22.65 % 20.57 % 19.66 %

Efficiency ratio

Noninterest expense

$ 52,883 $ 50,392 $ 48,438 $ 103,274 $ 98,805

Less: Intangible amortization expense

1,974 1,974 2,710 3,949 5,419

Adjusted noninterest expense (f)

50,909 48,418 45,728 99,325 93,386

Net interest income (v)

47,712 44,912 43,032 92,623 84,189

Noninterest income

32,945 30,847 31,763 63,792 59,395

Tax-equivalent adjustment

755 619 592 1,374 1,110

Total tax-equivalent revenue (g)

81,412 76,378 75,387 157,789 144,694

Efficiency ratio (f)/(g)

62.53 % 63.39 % 60.66 % 62.95 % 64.54 %

Pre-Provision Net Revenue

Net interest income

$ 47,712 $ 44,912 $ 43,032 $ 92,623 $ 84,189

Add: Noninterest income

32,945 30,847 31,763 63,792 59,395

Less: Noninterest expense

52,883 50,392 48,438 103,274 98,805

Pre-provision net revenue

$ 27,774 $ 25,367 $ 26,357 $ 53,141 $ 44,779

Adjusted Noninterest Income

Noninterest income

$ 32,945 $ 30,847 $ 31,763 $ 63,792 $ 59,395

Less: Adjusted noninterest income items

Net gain (loss) on sale of loans

— — 2,115 — 2,115

Net gain on sale of premises and equipment

653 (21 ) (84 ) 632 (84 )

Total adjusted noninterest income items (h)

653 (21 ) 2,031 632 2,031

Adjusted noninterest income (i)

$ 32,292 $ 30,868 $ 29,732 $ 63,160 $ 57,364

Adjusted Noninterest (Loss) Income as a Percentage of Revenue

Adjusted noninterest income (i)

$ 32,292 30,868 29,732 63,160 57,364

Net interest income (v)

47,712 44,912 43,032 92,623 84,189

Adjusted revenue (w)

80,004 75,780 72,764 155,783 141,553

Adjusted noninterest (loss) income as a percentage of revenue (i)/(w)

$ 40.36 % 40.73 % 40.86 % 40.54 40.52

Adjusted Noninterest Expense

Noninterest expense

$ 52,883 $ 50,392 $ 48,438 $ 103,274 $ 98,805

Less: Adjusted noninterest expense items

HMNF merger- and acquisition-related expenses

6 (34 ) 11 (27 ) 298

Severance and signing bonus expense

216 167 (23 ) 383 1,004

Total adjusted noninterest expense items (j)

222 133 (12 ) 356 1,302

Adjusted noninterest expense (k)

$ 52,661 $ 50,259 $ 48,450 $ 102,918 $ 97,503

Adjusted Pre-Provision Net Revenue

Net interest income

$ 47,712 $ 44,912 $ 43,032 $ 92,623 $ 84,189

Add: Adjusted noninterest income (i)

32,292 30,868 29,732 63,160 57,364

Less: Adjusted noninterest expense (k)

52,661 50,259 48,450 102,918 97,503

Adjusted pre-provision net revenue

$ 27,343 $ 25,521 $ 24,314 $ 52,865 $ 44,050

(1)

Items calculated after-tax utilizing a marginal income tax rate of 21.0%.

44

Three months ended

Six months ended

June 30,

March 31,

June 30,

June 30,

June 30,

(dollars and shares in thousands, except per share data)

2026

2026

2025

2026

2025

Adjusted Efficiency Ratio

Adjusted noninterest expense (k)

$ 52,661 $ 50,259 $ 48,450 $ 102,918 $ 97,503

Less: Intangible amortization expense

1,974 1,974 2,710 3,949 5,419

Adjusted noninterest expense for efficiency ratio (l)

50,687 48,285 45,740 98,969 92,084

Tax-equivalent revenue

Net interest income

47,712 44,912 43,032 92,623 84,189

Add: Adjusted noninterest income (i)

32,292 30,868 29,732 63,160 57,364

Add: Tax-equivalent adjustment

755 619 592 1,374 1,110

Total tax-equivalent revenue (m)

80,759 76,399 73,356 157,157 142,663

Adjusted efficiency ratio (l)/(m)

62.76 % 63.20 % 62.35 % 62.97 % 64.55 %

Adjusted Net Income

Net income

$ 20,865 $ 22,971 $ 20,253 $ 43,836 $ 33,567

Less: Adjusted noninterest income items (net of tax) (1) (h)

516 (17 ) 1,604 499 1,604

Add: Adjusted noninterest expense items (net of tax) (1) (j)

175 105 (9 ) 281 1,029

Adjusted net income (n)

$ 20,525 $ 23,093 $ 18,640 $ 43,618 $ 32,991

Adjusted Return on Average Total Assets

Average total assets (o)

$ 5,226,319 $ 5,218,515 $ 5,302,728 $ 5,222,438 $ 5,287,622

Adjusted return on average total assets (n)/(o)

1.58 % 1.79 % 1.41 % 1.68 % 1.26 %

Adjusted Return on Average Tangible Common Equity

Adjusted net income (n)

$ 20,525 $ 23,093 $ 18,640 $ 43,618 $ 32,991

Add: Intangible amortization expense (net of tax) (1)

1,559 1,560 2,141 3,120 4,281

Adjusted net income, excluding intangible amortization (p)

22,084 24,653 20,781 46,738 37,272

Average total equity

574,862 566,563 513,606 570,735 506,470

Less: Average goodwill

85,634 85,634 85,634 85,634 85,634

Less: Average other intangible assets (net of tax) (1)

24,003 25,664 31,436 24,829 32,571

Average tangible common equity (q)

465,225 455,265 396,536 460,272 388,265

Adjusted return on average tangible common equity (p)/(q)

19.04 % 21.96 % 21.02 % 20.48 % 19.36 %

Adjusted Earnings Per Common Share − Diluted

Adjusted net income (n)

$ 20,525 $ 23,093 $ 18,640 $ 43,618 $ 32,991

Less: Dividends and undistributed earnings allocated to participating securities

191 206 205 400 298

Adjusted net income available to common stockholders (r)

20,334 22,887 18,435 43,218 32,693

Weighted-average common shares outstanding for diluted earnings per share (s)

25,395 25,679 25,714 25,537 25,683

Adjusted earnings per common share − diluted (r)/(s)

$ 0.80 $ 0.89 $ 0.72 $ 1.69 $ 1.27

Net Charge-Offs (Recoveries) to Average Loans

Net charge-offs (recoveries) (t)

$ 2,575 $ 7,027 $ 3,767 $ 9,602 $ 4,174

Average total loans (u)

$ 4,032,142 $ 4,029,719 $ 4,079,084 $ 4,030,939 $ 4,051,129

Net charge-offs (recoveries) to average loans (t)/(u)

0.26 % 0.71 % 0.37 % 0.48 % 0.21 %

Net Interest Margin (on a Tax-Equivalent Basis)

Net interest income (v)

$ 47,712 $ 44,912 $ 43,032 $ 92,623 $ 84,189

Add: Tax equivalent adjustment for loans and securities

755 619 592 1,374 1,110

Net interest income (on a tax-equivalent basis) (1) (w)

$ 48,467 $ 45,531 $ 43,624 $ 93,997 $ 85,299

Interest earning assets (x)

4,896,740 4,901,399 4,988,946 3,745,132 3,870,507

Net interest margin (on a tax-equivalent basis) (1) (w)/(x)

3.97 % 3.77 % 3.51 % 5.06 % 4.44 %

(1)

Items calculated after-tax utilizing a marginal income tax rate of 21.0%.

Discussion and Analysis of Results of Operations

Net Income

Net income for the three months ended June 30, 2026 was $20.9 million, or $0.81 per diluted common share, a $0.6 million, or 3.0%, increase compared to $20.3 million, or $0.78 per diluted common share, for the three months ended June 30, 2025. Earnings for the second quarter of 2026 compared to the second quarter of 2025 increased primarily due to an increase in net interest income of $4.7 million, partially offset by an increase in noninterest expense $4.4 million.

Net income for the six months ended June 30, 2026 was $43.8 million, or $1.70 per diluted common share, a $10.3 million, or 30.6%, increase compared to $33.6 million, or $1.30 per diluted common share, for the six months ended June 30, 2025. Earnings for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 increased primarily due to an increase in net interest income of $8.4 million and an increase in noninterest income of $4.4 million, partially offset by an increase in noninterest expense of $4.5 million.

Net Interest Income

Net interest income is the difference between interest income and yield related fees earned on assets and interest expense paid on liabilities. Net interest margin is the difference between the yield on interest earning assets and the cost of interest-bearing liabilities as a percentage of interest earning assets. Net interest margin is presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to a pre-tax-equivalent income, assuming a federal income tax rate of 21% for the three and six months ended June 30, 2026 and 2025.

45

Net interest income for the three months ended June 30, 2026 was $47.7 million, an increase of $4.7 million, or 10.9%, compared to $43.0 million for the three months ended June 30, 2025. Interest income increased for the second quarter of 2026 compared to the second quarter of 2025 was primarily driven by higher interest income on investment securities following the strategic balance sheet repositioning in the fourth quarter of 2025, partially offset by less purchase accounting accretion. Interest expense decreased $4.5 million, or 16.3%, from the second quarter of 2025, as average rates paid on deposits and borrowings declined primarily driven by Federal Reserve rate cuts in the second half of 2025.

Net interest income for the six months ended June 30, 2026 was $92.6 million, an increase of $8.4 million, or 10.0%, compared to $84.2 million for the six months ended June 30, 2025. Interest income increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to higher interest income on investment securities following the strategic balance sheet repositioning in the fourth quarter of 2025, partially offset by less purchase accounting accretion. Interest expense decreased $9.4 million, or 17.3%, from the six months ended June 30, 2025, as average rates paid on deposits and borrowings declined primarily driven by Federal Reserve rate cuts in the second half of 2025.

Net interest margin (on a tax-equivalent basis), a non-GAAP financial measure, was 3.97% for the three months ended June 30, 2026 , a 20 basis point increase from 3.51% for the same period in 2025. The increase was mainly attributable to a one-time $1.6 million interest income recovery on a nonaccrual loan resolution, higher purchase accounting accretion and higher loan yields, partially offset by the impact of the subordinated debt refinancing and higher borrowing balances.

The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields on assets, average yields earned, and rates paid for the three and six months ended June 30, 2026 and 2025. The Company derived these yields and rates by dividing income or expense by the average balance of the corresponding assets or liabilities. The Company derived average balances from the daily balances throughout the periods indicated. Average loan balances include loans that have been placed on nonaccrual status, while interest previously accrued on these loans is reversed against interest income. In these tables, adjustments are made to the yields on tax‑exempt assets in order to present tax‑exempt income and fully taxable income on a fully taxable equivalent (“FTE”) basis.

Three months ended June 30,

2026

2025

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Interest-Earning Assets

Interest-bearing deposits with banks

$ 45,777 $ 469 4.11 % $ 35,951 $ 494 5.51 %

Investment securities (1)

773,692 7,454 3.86 823,463 5,513 2.69

Loans held for sale

18,885 212 4.50 22,302 247 4.44

Loans

Commercial and industrial

779,471 13,736 7.07 653,635 12,242 7.51

CRE − Owner occupied

502,476 7,756 6.19 442,796 6,947 6.29

CRE − Construction, land and development

103,618 3,380 13.08 337,867 5,025 5.97

CRE − Multifamily

394,683 5,957 6.05 347,277 5,821 6.72

CRE − Non-owner occupied

922,958 13,983 6.08 955,134 15,525 6.52

Agricultural − Land

53,823 775 5.78 66,044 948 5.76

Agricultural − Production

53,351 924 6.95 67,412 1,231 7.32

RRE − First lien

838,819 10,311 4.93 898,903 11,016 4.92

RRE − Construction

34,981 578 6.63 39,682 754 7.62

RRE − HELOC

271,254 4,068 6.02 188,494 3,285 6.99

RRE − Junior lien

32,676 532 6.53 42,435 674 6.37

Other consumer

44,032 715 6.51 39,405 689 7.01

Total loans (1)

4,032,142 62,715 6.24 4,079,084 64,157 6.31

Federal Reserve/FHLB Stock

26,244 530 8.10 28,146 607 8.65

Total interest-earning assets

4,896,740 71,380 5.85 4,988,946 71,018 5.71

Noninterest-earning assets

329,579 313,782

Total assets

$ 5,226,319 $ 5,302,728

Interest-Bearing Liabilities

Interest-bearing demand deposits

$ 1,378,394 $ 5,758 1.68 % $ 1,247,241 $ 5,582 1.80 %

Money market and savings deposits

1,441,099 8,421 2.34 1,561,977 10,799 2.77

Time deposits

571,276 4,759 3.34 687,428 6,377 3.72

Fed funds purchased

74,104 712 3.85 149,046 1,719 4.63

FHLB short-term advances

226,703 2,224 3.93 200,000 2,263 4.54

Long-term debt

59,225 1,040 7.04 59,112 652 4.42

Total interest-bearing liabilities

3,750,801 22,914 2.45 3,904,804 27,392 2.81

Noninterest-Bearing Liabilities and Stockholders' Equity

Noninterest-bearing deposits

790,088 808,629

Operating lease liabilities

43,217 18,346

Accrued expenses and other liabilities

67,351 57,343

Other noninterest-bearing liabilities

110,568 75,689

Stockholders’ equity

574,862 513,606

Total liabilities and stockholders’ equity

$ 5,226,319 $ 5,302,728

Net interest income on FTE basis (1)

$ 48,466 $ 43,626

Net interest rate spread on FTE basis (1)

3.40 % 2.90 %

Net interest margin on FTE basis (1)

3.97 % 3.51 %

(1)

Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent.

46

Six months ended June 30,

2026

2025

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Interest-Earning Assets

Interest-bearing deposits with banks

$ 53,185 $ 1,107 4.20 % $ 34,695 $ 884 5.14 %

Investment securities (1)

772,793 14,758 3.85 841,479 11,422 2.74

Loans held for sale

17,260 392 4.58 16,856 396 4.74

Loans

Commercial and industrial

751,791 26,414 7.09 655,725 24,101 7.41

CRE − Owner occupied

466,603 14,267 6.17 411,546 12,749 6.25

CRE − Construction, land and development

157,388 6,079 7.79 340,279 9,958 5.90

CRE − Multifamily

394,051 11,583 5.93 355,715 11,511 6.53

CRE − Non-owner occupied

918,823 27,454 6.03 957,629 31,297 6.59

Agricultural − Land

56,789 1,659 5.89 66,633 1,916 5.80

Agricultural − Production

56,077 1,936 6.96 64,190 2,326 7.31

RRE − First lien

851,876 20,835 4.93 899,367 21,616 4.85

RRE − Construction

33,949 1,088 6.46 38,305 1,519 8.00

RRE − HELOC

266,447 7,956 6.02 178,601 6,244 7.05

RRE − Junior lien

34,481 1,107 6.47 43,261 1,353 6.31

Other consumer

42,664 1,356 6.41 39,878 1,387 7.01

Total loans (1)

4,030,939 121,734 6.09 4,051,129 125,977 6.27

Federal Reserve/FHLB Stock

24,881 986 7.99 25,287 1,036 8.26

Total interest-earning assets

4,899,058 138,977 5.72 4,969,446 139,715 5.67

Noninterest-earning assets

323,380 318,176

Total assets

$ 5,222,438 $ 5,287,622

Interest-Bearing Liabilities

Interest-bearing demand deposits

$ 1,372,863 $ 11,273 1.66 % $ 1,247,482 $ 11,146 1.80 %

Money market and savings deposits

1,472,276 17,205 2.36 1,576,218 22,131 2.83

Time deposits

570,176 9,535 3.37 687,995 13,016 3.82

Fed funds purchased

54,972 1,064 3.90 99,714 2,295 4.64

FHLB short-term advances

215,635 4,228 3.95 200,000 4,526 4.56

Long-term debt

59,210 1,675 5.70 59,098 1,302 4.44

Total interest-bearing liabilities

3,745,132 44,980 2.42 3,870,507 54,416 2.84

Noninterest-Bearing Liabilities and Stockholders' Equity

Noninterest-bearing deposits

794,310 829,044

Operating lease liabilities

40,848 18,586

Accrued expenses and other liabilities

71,413 63,015

Other noninterest-bearing liabilities

112,261 81,601

Stockholders’ equity

570,735 506,470

Total liabilities and stockholders’ equity

$ 5,222,438 $ 5,287,622

Net interest income on FTE basis (1)

$ 93,997 $ 85,299

Net interest rate spread on FTE basis (1)

3.30 % 2.83 %

Net interest margin on FTE basis (1)

3.87 % 3.46 %

(1)

Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent.

47

Interest Rates and Operating Interest Differential

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on interest earning assets and the interest incurred on interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.

Three months ended June 30, 2026

Six months ended June 30, 2026

Compared with

Compared with

Three months ended June 30, 2025

Six months ended June 30, 2025

Change due to:

Interest

Change due to:

Interest

(tax-equivalent basis, dollars in thousands)

Volume

Rate

Variance

Volume

Rate

Variance

Interest-earning assets

Interest-bearing deposits with banks

$ 135 $ (160 ) $ (25 ) $ 471 $ (248 ) $ 223

Investment securities (1)

(334 ) 2,275 1,941 (933 ) 4,269 3,336

Loans held for sale

(38 ) 3 (35 ) 9 (13 ) (4 )

Loans

Commercial and industrial

1,873 (379 ) 1,494 3,530 (1,217 ) 2,313

CRE − Construction, land and development

(3,925 ) 2,280 (1,645 ) (5,351 ) 1,472 (3,879 )

CRE − Multifamily

771 (635 ) 136 1,241 (1,169 ) 72

CRE − Non-owner occupied

(505 ) (1,037 ) (1,542 ) (1,268 ) (2,575 ) (3,843 )

CRE − Owner occupied

1,089 (280 ) 809 1,706 (188 ) 1,518

Agricultural − Land

(223 ) 50 (173 ) (283 ) 26 (257 )

Agricultural − Production

(172 ) (135 ) (307 ) (294 ) (96 ) (390 )

RRE − First lien

(1,141 ) 436 (705 ) (1,142 ) 361 (781 )

RRE − Construction

(82 ) (94 ) (176 ) (173 ) (258 ) (431 )

RRE − HELOC

1,314 (531 ) 783 3,071 (1,359 ) 1,712

RRE − Junior lien

(171 ) 29 (142 ) (275 ) 29 (246 )

Other consumer

73 (47 ) 26 97 (128 ) (31 )

Total loans (1)

(1,099 ) (343 ) (1,442 ) 859 (5,102 ) (4,243 )

Federal Reserve/FHLB Stock

(41 ) (36 ) (77 ) (17 ) (33 ) (50 )

Total interest income

(1,377 ) 1,739 362 389 (1,127 ) (738 )

Interest-bearing liabilities

Interest-bearing demand deposits

589 (413 ) 176 1,119 (992 ) 127

Money market and savings deposits

(835 ) (1,543 ) (2,378 ) (1,459 ) (3,467 ) (4,926 )

Time deposits

(1,077 ) (541 ) (1,618 ) (2,232 ) (1,249 ) (3,481 )

Fed funds purchased

(865 ) (142 ) (1,007 ) (1,029 ) (202 ) (1,231 )

FHLB short-term advances

302 (341 ) (39 ) 354 (652 ) (298 )

Long-term debt

1 387 388 2 371 373

Total interest expense

(1,885 ) (2,593 ) (4,478 ) (3,245 ) (6,191 ) (9,436 )

Change in net interest income

$ 508 $ 4,332 $ 4,840 $ 3,634 $ 5,064 $ 8,698
48

Provision for Credit Losses

The provision for credit losses was comprised of the following components for the periods presented:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Provision (recovery) for credit losses on loans

$ 431 $ 1,116 $ (3,954 ) $ 3,523

Provision (recovery) for credit losses on unfunded commitments

67 (1,192 ) (426 ) (2,734 )

Provision (recovery) for HTM debt securities

(3 ) (2 ) (8 ) (4 )

Provision (recovery) for non-mortgage loans transferred to held for sale

— 78 — 78

Provision for credit losses

$ 495 $ — $ (4,388 ) $ 863

The Company recorded a provision for credit losses of $0.5 million for the second quarter of 2026, compared to no provision for credit losses for the second quarter of 2025.

The Company recorded a provision release of $4.4 million for the six months ended June 30, 2026, compared to a provision for credit losses of $0.9 million for the six months ended June 30, 2025. The provision release in the first quarter of 2026 was primarily driven by changes to loan balances and loan mix, largely due to decreases in balances in the commercial real estate construction, land and development pool, which is reserved at a higher rate than most other loan pools, in addition to decreases in reserves on individually evaluated loans.

Noninterest Income

The Company’s noninterest income is generated from retirement and benefit services, wealth advisory services, mortgage banking, and other general banking services.

The following table presents the Company’s noninterest income for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Retirement and benefit services

$ 17,347 $ 16,024 $ 34,754 $ 32,130

Wealth advisory services

7,705 7,363 14,942 14,267

Mortgage banking

3,195 3,651 6,730 5,177

Service charges on deposit accounts

1,106 680 2,039 1,330

Gain on sale of non-mortgage loan

— 2,115 — 2,115

Other

3,592 1,930 5,327 4,376

Total noninterest income

$ 32,945 $ 31,763 $ 63,792 $ 59,395

Noninterest income as a % of revenue

40.85 % 42.47 % 40.78 % 41.37 %

Total noninterest income for the three months ended June 30, 2026 was $32.9 million, an increase of $1.2 million, or 3.7%, from the three months ended June 30, 2025. The increase was driven by an increase in other noninterest income, retirement and benefit services revenue, and service charges on deposit accounts, partially offset by a decrease in the gain on sale of non-mortgage loans. Other noninterest income increased $1.7 million, or 86.1%, compared to the second quarter of 2025, primarily driven by a gain on the sale of a property in the Rochester, Minnesota market, increased swap fee income, and mutual fund investment gains related to the underlying assets of the deferred compensation plans. Retirement and benefit services revenue increased $1.3 million, or 8.3%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by recurring annual income. Service charges on deposit accounts increased $0.4 million, or 62.6%, compared to the second quarter of 2025, primarily due to a reclassification of fees from other noninterest income to service charges on deposit accounts revenue in the first quarter of 2026. Gain on sale of non-mortgage loans decreased $2.1 million, or 100.0%, compared to the second quarter of 2025 due to a $2.1 million gain on the sale of a PCD hospitality loan during the second quarter of 2025.

Total noninterest income for the six months ended June 30, 2026 was $63.8 million, an increase of $4.4 million, or 7.4%, from the six months ended June 30, 2025. The increase was driven by an increase in retirement and benefit services revenue, mortgage banking revenue, other noninterest income, and service charges on deposit accounts, partially offset by a decrease in the gain on sale of non-mortgage loans. Retirement and benefit services revenue increased $2.6 million, or 8.2%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by recurring annual income. Mortgage banking revenue increased $1.6 million, or 30.0%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to an increase in the mortgage servicing asset valuation, as well as an increase in sold loan volume. Other noninterest income increased $1.0 million, or 21.7%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a gain on the sale of a property in the Rochester, Minnesota market, increased swap fee income, and mutual fund investment gains related to the underlying assets of the deferred compensation plans. Service charges on deposit accounts increased $0.7 million, or 53.3%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to a reclassification of fees from other noninterest income to service charges on deposit accounts revenue in the first quarter of 2026. Gain on sale of non-mortgage loans decreased $2.1 million, or 100.0%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to a $2.1 million gain on the sale of a PCD hospitality loan during the second quarter of 2025.

See “NOTE 16 Segment Reporting” of the consolidated financial statements and Segment Reporting section below for additional discussion regarding the Company’s business lines.

49

Noninterest Expense

The following table presents noninterest expense for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Compensation

$ 26,155 $ 24,343 $ 50,242 $ 47,304

Employee taxes and benefits

6,755 6,633 13,395 14,396

Occupancy and equipment expense

3,493 2,559 6,919 5,466

Business services, software and technology expense

5,440 5,868 11,279 11,620

Intangible amortization expense

1,974 2,710 3,949 5,419

Professional fees and assessments

3,781 2,339 7,581 5,335

Marketing and business development

869 787 1,730 1,752

Supplies and postage

540 490 1,146 1,121

Travel

357 347 718 634

Mortgage and lending expenses

614 940 1,323 1,476

Other

2,905 1,422 4,992 4,282

Total noninterest expense

$ 52,883 $ 48,438 $ 103,274 $ 98,805

Total noninterest expense for the three months ended June 30, 2026 was $52.9 million, a $4.4 million, or 9.2%, increase compared to $48.4 million for the three months ended June 30, 2025. The underlying changes were driven by increases in compensation, professional fees and assessments, and other noninterest expense. Compensation increased $1.8 million, or 7.4%, primarily due to annual merit increases, as well as increases in the deferred compensation plan liabilities driven by mutual fund investment gains related to the underlying assets of the plans. Professional fees and assessments increased $1.4 million, or 61.7%, primarily due to the reclassification of consulting services and other third-party vendor expenses from business services, software and technology expense to professional fees and assessments, as well as an increase in legal fees. Other noninterest expense increased $1.5 million, or 104.3%, due to an increase in other real estate owned balances and related holding costs, as well as increased corporate insurance costs.

Total noninterest expense for the six months ended June 30, 2026 was $103.3 million, a $4.5 million, or 4.5%, increase compared to $98.8 million for the six months ended June 30, 2025. The underlying changes were driven by increases in compensation, professional fees and assessments, occupancy and equipment expense, and other noninterest expense, offset by decreases in intangible amortization expense and employee taxes and benefits. Compensation increased $2.9 million, or 6.2%, primarily due to higher annual bonus expense, annual merit increases, as well as increases in the deferred compensation plan liabilities driven by mutual fund investment gains related to the underlying assets of the plans. Professional fees and assessments increased $2.2 million, or 42.1%, primarily due to the reclassification of consulting services and other third-party vendor expenses from business services, software and technology expense to professional fees and assessments, as well as an increase in legal fees. Occupancy and equipment expense increased $1.5 million, or 26.6%, primarily driven by facility investments and the strategic realignment of locations from owned to leased space. Other noninterest expense increased $0.7 million, or 16.6%, due to an increase in other real estate owned balances and related holding costs, as well as increased corporate insurance costs. For the six months ended June 30, 2026, intangible amortization expense decreased $1.5 million, or 27.1%, from the six months ended June 30, 2025, primarily due to the annual reset of the $33.5 million core deposit intangible recorded in connection with the HMNF transaction. For the six months ended June 30, 2026, employee taxes and benefits decreased $1.0 million, or 7.0%, from the six months ended June 30, 2025, primarily due to lower claims on group insurance.

Income Tax Expense

Income tax expense is an estimate based on the amount the Company expects to owe the applicable taxing authorities, plus the impact of deferred tax items. Accrued taxes represent the net estimated amount due, or to be received from, taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Company’s tax position. If the final resolution of taxes payable differs from the Company’s estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required.

For the three months ended June 30, 2026, the Company recognized income tax expense of $6.4 million on $27.3 million of pre-tax income, resulting in an effective tax rate of 23.5%, compared to income tax expense of $6.1 million on $26.4 million of pre-tax income for the three months ended June 30, 2025, resulting in an effective tax rate of 23.2%.

For the six months ended June 30, 2026, the Company recognized income tax expense of $13.7 million on $57.5 million of pre-tax income, resulting in an effective tax rate of 23.8%, compared to income tax expense of $10.3 million on $43.9 million of pre-tax income for the six months ended June 30, 2025, resulting in an effective tax rate of 23.6%.

50

Segment Reporting

The Company determined reportable segments based on the significance of the services offered, the significance of those services to the Company’s financial condition and operating results, and the Company’s regular review of the operating results of those services. The Company has three operating segments—banking, retirement and benefit services, and wealth advisory services. These segments are components for which financial information is prepared and evaluated regularly by management in deciding how to allocate resources and assess performance.

The selected financial information presented for each segment sets forth net interest income, provision for loan losses, noninterest income, and direct and indirect noninterest expense overhead allocations. Corporate administration includes all remaining income and expenses not allocated to the three operating segments. Certain reclassification adjustments have been made between corporate administration and the various lines of business for consistency in presentation.

For additional financial information on the Company’s segments see “NOTE 16 Segment Reporting” of the Company’s consolidated financial statements.

Banking

The banking segment offers a complete line of loan, deposit, cash management, and treasury services through 26 offices in North Dakota, Minnesota, Wisconsin, Iowa, and Arizona, including 13 banking offices acquired in the HMNF transaction. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the banking segment’s balance sheet.

The following table presents the banking segment income statement, inclusive of corporate administration income, for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Net interest income

$ 47,712 $ 43,032 $ 92,623 $ 84,189

Provision for (recovery of) credit losses

495 — (4,388 ) 863

Noninterest income

7,893 8,376 14,096 12,998

Total revenue

55,110 51,408 111,107 96,324

Noninterest expense (1)

28,257 27,448 55,650 56,659

Net income before taxes

$ 26,853 $ 23,960 $ 55,457 $ 39,665

(1)

Noninterest expenses do not include corporate administration expenses. Corporate administration expenses include executive compensation, premises and fixed assets expenses, information technology expenses, and other expenses. These expenses are not specific to any specific segment.

Retirement and Benefit Services

The retirement and benefit services segment provides the following services nationally: record-keeping and administration services to qualified and other types of retirement plans, investment fiduciary services to retirement plans, health savings accounts, flexible spending accounts, and COBRA recordkeeping and administration services.

The following table presents the retirement and benefit services segment income statement for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Recurring annual income (1)

$ 15,135 $ 13,990 $ 28,100 $ 26,015

Transactional income (2)

2,212 2,034 6,654 6,115

Total noninterest income

17,347 16,024 34,754 32,130

Noninterest expense

15,077 13,166 29,686 26,783

Net income before taxes

$ 2,270 $ 2,858 $ 5,068 $ 5,347

(1)

Recurring annual income primarily includes asset-based fees, administration fees, record-keeping fees, trust/custody fees, advisory fees, and health and welfare fees. $6.3 million and $6.2 million for the three months ended June 30, 2026 and 2025, respectively, was from market sensitive revenue.

(2) Transactional income primarily includes distribution fees.

Wealth Advisory Services

The wealth advisory services segment provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.

The following table presents the wealth advisory services segment income statement for the three and six months ended June 30, 2026 and 2025:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

Asset management

$ 6,831 $ 6,314 $ 13,285 $ 9,694

Brokerage

410 417 804 951

Insurance and other

464 632 853 1,243

Total noninterest income

7,705 7,363 14,942 11,888

Noninterest expense

6,374 5,132 12,101 9,969

Net income before taxes

$ 1,331 $ 2,231 $ 2,841 $ 1,919
51

Financial Condition

Overview

Total assets were $5.3 billion as of June 30, 2026, an increase of $58.6 million, or 1.1%, compared to December 31, 2025. The increase was primarily due to an increase of $41.8 million in cash and cash equivalents, an increase of $20.1 million in available-for-sale investment securities, an increase of $8.5 million in other assets, and an increase of $4.8 million in loans held for sale, partially offset by a decrease of $4.8 million in loans held for investment.

Investment Securities

The following table presents the fair value composition of the Company’s investment securities portfolio as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

Percent of

Percent of

(dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Available-for-sale

U.S. Treasury and agencies

$ 13,234 1.8 % $ 405 0.1 %

Mortgage backed securities

Residential agency

479,653 64.0 476,746 64.2

Asset backed securities

14 — 15 —

Corporate bonds

41,290 5.5 36,929 5.0

Total available-for-sale investment securities

534,191 71.3 514,095 69.3

Held-to-maturity

Obligations of state and political agencies

99,896 13.3 105,405 14.2

Mortgage backed securities

Residential agency

115,338 15.4 122,604 16.5

Total held-to-maturity investment securities

215,234 28.7 228,009 30.7

Total investment securities

$ 749,425 100.0 % $ 742,104 100.0 %

The composition of the Company’s investment securities portfolio reflects the Company’s investment strategy of maintaining an appropriate level of liquidity for normal operations while providing an additional source of revenue. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as collateral.

The investment securities presented in the following table are reported at fair value and by contractual maturity as of June 30, 2026. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage backed securities and collateralized mortgage obligations receive monthly principal payments, which are not reflected below. The yields below are calculated on a tax-equivalent basis, assuming a 21.0% income tax rate.

Maturity as of June 30, 2026

One year or less

One to five years

Five to ten years

After ten years

Fair

Average

Fair

Average

Fair

Average

Fair

Average

(dollars in thousands)

Value

Yield

Value

Yield

Value

Yield

Value

Yield

Available-for-sale

U.S. Treasury and agencies

$ — — % $ 146 4.02 % $ 4,569 4.65 % $ 8,519 4.81 %

Mortgage backed securities

Residential agency

36 2.39 8,861 4.10 7,948 4.21 462,809 4.73

Commercial

— — — — — — — —

Asset backed securities

— — — — 14 4.52 — —

Corporate bonds

— — 2,427 3.00 32,833 3.37 6,030 6.25

Total available-for-sale investment securities

36 2.39 11,434 3.87 45,364 3.65 477,358 4.75

Held-to-maturity

Obligations of state and political agencies

13,569 1.78 55,527 2.11 26,133 2.63 4,667 2.37

Mortgage backed securities

Residential agency

— — — — — — 115,338 2.21

Total held-to-maturity investment securities

13,569 1.78 55,527 2.11 26,133 2.63 120,005 2.21

Total investment securities

$ 13,605 1.78 % $ 66,961 2.41 % $ 71,497 3.28 % $ 597,363 4.24 %
52

Loans

The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, commercial real estate, agricultural, and consumer loans.

Total loans outstanding were $4.0 billion as of June 30, 2026, a decrease of $13.8 million, or 0.3%, from December 31, 2025. The decrease was primarily driven by a $41.6 million decrease in consumer loans, partially offset by a $27.9 million increase in commercial loans.

The Company’s loan portfolio is diversified. The following table presents the balance and percentage of loans outstanding by segment/industry as of the dates presented:

June 30, 2026

December 31, 2025

Percent of

Percent of

(dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Commercial and business lending:

General business

$ 376,716 9.3 % $ 290,008 7.2 %

Services

200,109 5.0 237,966 5.9

Retail trade

72,351 1.8 101,374 2.5

Manufacturing

110,783 2.7 107,485 2.7

Commercial real estate − Owner occupied

622,241 15.4 427,260 10.6

Total commercial and business lending

1,382,200 34.2 1,164,093 28.9

Investor commercial real estate:

Construction, land and development

79,850 2.0 246,238 6.1

Multifamily

361,875 9.0 383,505 9.5

Non-owner occupied

Office

127,943 3.2 142,095 3.5

Industrial

199,353 4.9 193,041 4.8

Retail

108,160 2.7 116,735 2.9

Hotel

83,440 2.1 110,022 2.7

Medical office

193,737 4.8 174,891 4.3

Medical or nursing facility

105,371 2.6 85,918 2.1

Other commercial real estate

75,363 1.9 53,160 1.3

Total non-owner occupied

893,367 22.2 875,862 21.6

Total investor commercial real estate

1,335,092 33.2 1,505,605 37.2

Agricultural:

Land

54,202 1.3 64,799 1.6

Production

53,367 1.3 62,500 1.5

Total agricultural

107,569 2.6 127,299 3.1

Consumer:

RRE − First lien

828,936 20.5 874,737 21.6

RRE − Construction

31,202 0.8 33,703 0.8

RRE − HELOC

273,124 6.8 260,883 6.4

RRE − Junior lien

31,941 0.8 36,844 0.9

Other consumer

44,180 1.1 44,858 1.1

Total consumer

1,209,383 30.0 1,251,025 30.8

Total loans

$ 4,034,244 100.0 % $ 4,048,022 100.0 %

Commercial and industrial loans represent loans for working capital, purchases of equipment and other needs of commercial customers primarily located within the Bank’s geographical footprint. These loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and the customer’s market. While commercial loans are generally secured by the customer’s assets, including real property, inventory, accounts receivable, operating equipment and other property, and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer’s business. In addition, revolving lines of credit are generally governed by a borrowing base. Inherent lending risks are monitored on a continuous basis through interim reporting, covenant testing and annual underwriting.

CRE loans consist of term loans secured by a mortgage lien on real property and include both owner occupied CRE loans as well as non-owner occupied loans. Non-owner occupied CRE loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family, industrial, office, retail and other specific use properties as well as CRE construction loans that are offered to builders and developers generally within the Bank’s geographical footprint. The primary risk characteristics in the non-owner occupied portfolio include impacts of overall leasing rates, absorption timelines, levels of vacancy rates and operating expenses. The Company requires collateral values in excess of the loan amounts, cash flows in excess of expected debt service requirements and equity investment in the project. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. Inherent lending risks are monitored on a continuous basis through quarterly monitoring and the Bank’s annual underwriting process, incorporating an analysis of cash flow, collateral, market conditions and guarantor liquidity, if applicable. CRE loan policies are specific to individual product types and underwriting parameters vary depending on the risk profile of each asset class. CRE loan policies are reviewed no less than semi-annually by management and approved by the Bank’s Board of Directors to ensure they align with current market conditions and the Bank’s moderate risk appetite. Construction loans are monitored monthly and includes on-site inspections. Management reviews all construction loans quarterly to ensure projects are on time and within budget. CRE concentration limits have been established by product type and are monitored quarterly by the Bank’s Credit Governance Committee and Bank Board of Directors.

53

CRE loans may be adversely affected by conditions in the real estate markets or in the general economy. The Company does not monitor the CRE portfolio for attributes such as loan-to-value ratios, occupancy rates or net operating income, as these characteristics are assessed and evaluated on an individual loan basis. Portfolio stress testing is completed based on property type and takes into consideration changes to net operating income and capitalization rates. The Company does not have exposure to the office building sector in central business districts as the office portfolio is generally diversified in suburban markets with strong occupancy levels.

The following table presents the geographical markets of the collateral related to non-owner occupied and multifamily CRE loans for the periods presented:

June 30, 2026

December 31, 2025

Percent of

Percent of

(dollars in thousands)

Balance

Total

Balance

Total

Geographical Market:

Minnesota

$ 595,467 47.4 % $ 621,747 49.4 %

North Dakota

207,961 16.6 212,077 16.8

Arizona

141,682 11.3 133,618 10.6

Wisconsin

68,583 5.5 88,229 7.0

Texas

37,027 2.9 37,113 2.9

Illinois

26,561 2.1 2,994 0.2

Oregon

19,896 1.6 17,698 1.4

Colorado

23,345 1.9 23,358 1.9

Kansas

16,970 1.4 16,656 1.3

Missouri

19,561 1.6 16,409 1.3

Georgia

14,614 1.2 14,569 1.2

Virginia

11,187 0.9 11,182 0.9

Iowa

13,868 1.1 11,155 0.9

South Dakota

10,311 0.8 10,415 0.8

Other

48,209 3.8 42,147 3.3

Total non-owner occupied and multifamily commercial real estate loans

$ 1,255,242 100.0 % $ 1,259,367 100.0 %

The Bank does not currently monitor owner occupied CRE loans based on geographical markets, as the primary source of repayment for these loans is predicated on the cash flow from the underlying operating entity. These loans are generally located within the Company’s geographical footprint.

Highly competitive conditions continue to prevail in the small- and middle-market commercial segments in which the Company primarily operates. The Company maintains a commitment to generating growth in the Company’s business portfolio in a manner that adheres to its twin goals of maintaining strong asset quality and producing profitable margins. The Company continues to invest in additional personnel, technology and business development resources to further strengthen its capabilities.

Agricultural loans include loans secured by farmland and loans for agricultural production. Farmland includes purposes such as crop and livestock production. Farmland loans are typically written with amortizing payment structures. Collateral values for farmland are determined based upon appraisals and evaluations in accordance with established policy guidelines and maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Agricultural production loans are for the purpose of financing working capital and/or capital investment for agriculture production activities. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate in applicable. Agricultural production loans are primarily paid by the operating cash flow of the borrower. Agricultural production loans may be secured or unsecured.

Residential real estate (“RRE”) loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15- to 30-year term and, in most cases, are extended to borrowers to finance their primary residence with both fixed-rate and adjustable-rate terms. Real estate construction loans are also offered to consumers who wish to build their own homes and are often structured to be converted to permanent loans at the end of the construction phase, which is typically twelve months. RRE loans also include home equity loans and lines of credit that are secured by a first or second lien on the borrower’s residence. Home equity lines of credit (“HELOC”) consist mainly of revolving lines of credit secured by residential real estate.

Other consumer loans include loans made to individuals not secured by real estate, including loans secured by automobiles or watercraft, and personal unsecured loans.

The Company originates both fixed and adjustable rate residential real estate loans conforming to the underwriting guidelines of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, as well as home equity loans and lines of credit that are secured by first or junior liens. Most of the Company’s fixed rate residential loans, along with some of the Company’s adjustable rate mortgages are sold to other financial institutions with which the Company has established a correspondent lending relationship.

The Company’s RRE loans have minimal direct exposure to subprime mortgages as the loans are underwritten to conform to secondary market standards. As of June 30, 2026, the Company’s RRE portfolio was $1.2 billion, representing a $41.0 million, or 3.4%, decrease from December 31, 2025. Market interest rates, expected duration, and the Company’s overall interest rate sensitivity profile continue to be the most significant factors in determining whether the Company chooses to retain versus sell portions of new consumer mortgage originations.

54

The following table presents the maturities and types of interest rates for the loan portfolio as of June 30, 2026:

June 30, 2026

After one

After five

One year

but within

but within

After

(dollars in thousands)

or less

five years

fifteen years

fifteen years

Total

Commercial

Commercial and business lending

Commercial and industrial

$ 150,957 $ 415,514 $ 186,931 $ 6,557 $ 759,959

Commercial real estate − Owner occupied

61,772 286,323 173,780 100,366 622,241

Total commercial and business lending

212,729 701,837 360,711 106,923 1,382,200

Investor commercial real estate

Construction, land and development

14,149 44,489 14,604 6,608 79,850

Multifamily

98,342 217,402 46,131 — 361,875

Non-owner occupied

110,752 599,441 139,842 43,332 893,367

Total investor commercial real estate

223,243 861,332 200,577 49,940 1,335,092

Agricultural

Land

3,171 13,915 17,749 19,367 54,202

Production

35,990 16,958 419 — 53,367

Total agricultural

39,161 30,873 18,168 19,367 107,569

Total commercial

475,133 1,594,042 579,456 176,230 2,824,861

Consumer

Residential real estate

First lien

13,698 44,442 68,172 702,624 828,936

Construction

25,324 1,455 — 4,423 31,202

HELOC

3,389 10,081 22,409 237,245 273,124

Junior lien

1,380 4,280 17,496 8,785 31,941

Total residential real estate

43,791 60,258 108,077 953,077 1,165,203

Other consumer

17,134 21,695 3,210 2,141 44,180

Total consumer

60,925 81,953 111,287 955,218 1,209,383

Total loans

$ 536,058 $ 1,675,995 $ 690,743 $ 1,131,448 $ 4,034,244

Loans with fixed interest rates:

Commercial

Commercial and business lending

Commercial and industrial

$ 22,887 $ 257,901 $ 74,770 $ — $ 355,558

Commercial real estate − Owner occupied

51,289 183,846 36,447 1,149 272,731

Total commercial and business lending

74,176 441,747 111,217 1,149 628,289

Investor commercial real estate

Construction, land and development

8,474 16,074 1,219 — 25,767

Multifamily

42,816 117,664 19,876 — 180,356

Non-owner occupied

45,348 333,794 72,783 — 451,925

Total investor commercial real estate

96,638 467,532 93,878 — 658,048

Agricultural

Land

3,151 13,651 16,089 13,832 46,723

Production

1,372 12,846 419 — 14,637

Total agricultural

4,523 26,497 16,508 13,832 61,360

Total commercial

175,337 935,776 221,603 14,981 1,347,697

Consumer

Residential real estate

First lien

11,891 36,684 58,378 412,676 519,629

Construction

16,263 48 — 4,423 20,734

HELOC

16 1,004 5,274 3,108 9,402

Junior lien

1,027 3,249 13,603 8,215 26,094

Total residential real estate

29,197 40,985 77,255 428,422 575,859

Other consumer

1,272 10,394 3,210 192 15,068

Total consumer

30,469 51,379 80,465 428,614 590,927

Total loans with fixed interest rates

$ 205,806 $ 987,155 $ 302,068 $ 443,595 $ 1,938,624

Loans with floating interest rates:

Commercial

Commercial and business lending

Commercial and industrial

$ 128,070 $ 157,613 $ 112,161 $ 6,557 $ 404,401

Commercial real estate − Owner occupied

10,483 102,477 137,333 99,217 349,510

Total commercial and business lending

138,553 260,090 249,494 105,774 753,911

Investor commercial real estate

Construction, land and development

5,675 28,415 13,385 6,608 54,083

Multifamily

55,526 99,738 26,255 — 181,519

Non-owner occupied

65,404 265,647 67,059 43,332 441,442

Total investor commercial real estate

126,605 393,800 106,699 49,940 677,044

Agricultural

Land

20 264 1,660 5,535 7,479

Production

34,618 4,112 — — 38,730

Total agricultural

34,638 4,376 1,660 5,535 46,209

Total commercial

299,796 658,266 357,853 161,249 1,477,164

Consumer

Residential real estate

First lien

1,807 7,758 9,794 289,948 309,307

Construction

9,061 1,407 — — 10,468

HELOC

3,373 9,077 17,135 234,137 263,722

Junior lien

353 1,031 3,893 570 5,847

Total residential real estate

14,594 19,273 30,822 524,655 589,344

Other consumer

15,862 11,301 — 1,949 29,112

Total consumer

30,456 30,574 30,822 526,604 618,456

Total loans with floating interest rates

$ 330,252 $ 688,840 $ 388,675 $ 687,853 $ 2,095,620
55

The expected life of the Company’s loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.

Asset Quality

The Company’s strategy for credit risk management includes well‑defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. The Company strives to identify potential problem loans early, take necessary charge‑offs promptly, and maintain adequate reserve levels for credit losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. The Company utilizes an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans.

Credit Quality Indicators

Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized categories include special mention, substandard, and doubtful risk ratings. See “NOTE 4 Loans and Allowance for Credit Losses” of the consolidated financial statements for a definition of each of the risk ratings.

The table below presents criticized loans outstanding by loan portfolio segment as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

(dollars in thousands)

2026

2025

Commercial

Commercial and business lending

Commercial and industrial

$ 23,570 $ 33,323

Commercial real estate − Owner occupied

15,101 14,058

Total commercial and business lending

38,671 47,381

Investor commercial real estate

Construction, land and development

— 34,201

Multifamily

19,060 28,541

Non-owner occupied

11,130 17,591

Total investor commercial real estate

30,190 80,333

Agricultural

Land

6,627 7,653

Production

4,768 3,662

Total agricultural

11,395 11,315

Total commercial

80,256 139,029

Consumer

Residential real estate

First lien

2,337 2,602

Construction

— 4,680

HELOC

588 128

Junior lien

72 2,375

Total residential real estate

2,997 9,785

Other consumer

274 348

Total consumer

3,271 10,133

Total criticized loans

$ 83,527 $ 149,162

Criticized loans as a percent of total loans

2.07 % 3.68 %

The following table presents information regarding nonperforming assets as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

(dollars in thousands)

2026

2025

Nonaccrual loans

$ 7,105 $ 69,065

Accruing loans 90+ days past due

436 —

Total nonperforming loans

7,541 69,065

OREO and repossessed assets

9,571 308

Total nonperforming assets

17,112 69,373

Total restructured accruing loans

— 1,436

Total nonperforming assets and restructured accruing loans

$ 17,112 $ 70,809

Nonperforming loans to total loans

0.19 % 1.71 %

Nonperforming assets to total assets

0.32 % 1.33 %

ACL on loans to nonperforming loans

641.31 % 89.65 %

Interest income lost on nonaccrual loans was approximately $0.4 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. There was no interest income included in net interest income related to nonaccrual loans for the six months ended June 30, 2026 and 2025.

Total nonperforming loans were $7.5 million at June 30, 2026, compared to $69.1 million as of December 31, 2025. The decrease was primarily driven by the sale of three non-performing loans representing a construction, land and development relationship. There were no historical charge-offs on this relationship and there were no charge-offs recognized as a result of the transaction.

OREO and repossessed assets were $9.6 million at June 30, 2026, compared to $0.3 million as of December 31, 2025. The increase was primarily driven by the transfer of one 1-4 family property and one apartment complex to OREO in the second quarter of 2026.

56

Allowance for Credit Losses

The ACL on loans is maintained at a level management believes is sufficient to absorb expected losses in the loan portfolio over the remaining estimated life of loans in the portfolio. Under the Current Expected Credit Loss accounting standard, the ACL is a valuation estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change. The allowance is increased by provisions charged to expense and decreased by actual charge‑offs, net of recoveries.

Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience provides the basis for estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current loan-specific risk characteristics such as different underwriting standards, portfolio mix, delinquency level, or life of the loan, as well as changes in environmental conditions, levels of economic activity, unemployment rates, property values and other relevant factors. The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical loss information.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. The ACL on individually evaluated loans is recognized on the basis of the present value of expected future cash flows discounted at the effective interest rate, the fair value of collateral adjusted of estimated costs to sell, or observable market price as of the relevant date.

The following tables present information concerning the components of the ACL for the periods presented:

Three months ended

Six months ended

June 30,

June 30,

(dollars in thousands)

2026

2025

2026

2025

ACL on loans at the beginning of the period

$ 50,505 $ 61,929 $ 61,915 $ 59,929

(Credit) provision for loan losses

431 1,116 (3,954 ) 3,523

Net charge-offs (recoveries) (1)

Commercial and industrial

1,313 (49 ) 7,693 (150 )

CRE − Owner occupied

(11 ) (5 ) (22 ) (16 )

CRE − Construction, land and development

— — — —

CRE − Multifamily

500 — 1,056 —

CRE − Non-owner occupied

— 3,401 — 3,401

Agricultural − Land

— — — —

Agricultural − Production

50 384 (144 ) 372

RRE − First lien

— — — 54

RRE − Construction

— — — —

RRE − HELOC

— 10 — 260

RRE − Junior lien

718 — 930 300

Other consumer

5 26 87 (47 )

Total net charge-offs

2,575 3,767 9,600 4,174

ACL on loans at the end of the period

48,361 59,278 48,361 59,278

Components of ACL:

ACL on HTM debt securities

115 127 115 127

ACL on loans

48,361 59,278 48,361 59,278

ACL on off-balance sheet credit exposures

3,459 4,801 3,459 4,801

ACL at end of the period

51,935 64,206 51,935 64,206

Total loans

$ 4,034,244 $ 4,044,657 $ 4,034,244 $ 4,044,657

Average total loans

4,032,142 4,079,084 4,030,939 4,051,129

ACL on loans to total loans

1.20 % 1.47 % 1.20 % 1.47 %

ACL on loans to nonaccrual loans

680.66 % 115.61 % 680.66 % 115.61 %

ACL on loans to nonperforming loans

641.31 % 115.15 % 641.31 % 115.15 %

Net charge-offs/(recoveries) to average total loans (annualized)

0.26 % 0.37 % 0.48 % 0.21 %

(1)

Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated.

57

For the three months ended

June 30,

Net Charge-offs

Total

Total

Net Charge-offs

Average

(Recoveries) to

(dollars in thousands)

Charge-offs

Recoveries

(Recoveries)

Loans

Average Loans

2026:

Commercial

Commercial and business lending

Commercial and industrial

$ 2,188 $ 875 $ 1,313 $ 779,471 0.68 %

Commercial real estate − Owner occupied

— 11 (11 ) 505,759 (0.01 )

Total commercial and business lending

2,188 886 1,302 1,285,230 0.41

Investor commercial real estate

Construction, land and development

— — — 103,618 —

Multifamily

500 — 500 399,628 0.50

Non-owner occupied (1)

— — — 930,867 —

Total investor commercial real estate

500 — 500 1,434,113 0.14

Agricultural

Land

— — — 53,823 —

Production

50 — 50 53,351 0.38

Total agricultural

50 — 50 107,174 0.19

Total commercial

2,738 886 1,852 2,826,517 0.26

Consumer

Residential real estate

First lien

— — — 838,819 —

Construction

— — — 34,981 —

HELOC

— — — 271,254 —

Junior lien

719 1 718 32,676 8.81

Total residential real estate

719 1 718 1,177,730 0.24

Other consumer

33 28 5 44,032 0.05

Total consumer

752 29 723 1,221,762 0.24

Total loans

$ 3,490 $ 915 $ 2,575 $ 4,048,279 0.26 %

2025:

Commercial

Commercial and business lending

Commercial and industrial

$ 79 $ 128 $ (49 ) $ 653,635 (0.03 )%

Commercial real estate − Owner occupied

6 11 (5 ) 448,771 —

Total commercial and business lending

85 139 (54 ) 1,102,406 (0.02 )

Investor commercial real estate

Construction, land and development

— — — 337,867 —

Multifamily

— — — 354,909 —

Non-owner occupied

3,401 — 3,401 974,705 1.40

Total investor commercial real estate

3,401 — 3,401 1,667,481 0.82

Agricultural

Land

— — — 66,044 —

Production

384 — 384 67,412 2.28

Total agricultural

384 — 384 133,456 1.15

Total commercial

3,870 139 3,731 2,903,343 0.52

Consumer

Residential real estate

First lien

— — — 898,903 —

Construction

— — — 39,682 —

HELOC

10 — 10 188,494 0.02

Junior lien

— — — 42,435 —

Total residential real estate

10 — 10 1,169,514 —

Other consumer

38 12 26 39,405 0.26

Total consumer

48 12 36 1,208,919 0.01

Total loans

$ 3,918 $ 151 $ 3,767 $ 4,112,262 0.37 %
58

For the six months ended

June 30,

Net Charge-offs

Total

Total

Net Charge-offs

Average

(Recoveries) to

(dollars in thousands)

Charge-offs

Recoveries

(Recoveries)

Loans

Average Loans

2026:

Commercial

Commercial and business lending

Commercial and industrial

$ 8,753 $ 1,060 $ 7,693 $ 751,791 2.06 %

Commercial real estate − Owner occupied

— 22 (22 ) 469,889 (0.01 )

Total commercial and business lending

8,753 1,082 7,671 1,221,680 1.27

Investor commercial real estate

Construction, land and development

— — — 157,388 —

Multifamily

1,056 — 1,056 399,236 0.53

Non-owner occupied

— — — 927,340 —

Total investor commercial real estate

1,056 — 1,056 1,483,964 0.14

Agricultural

Land

— — — 56,789 —

Production

50 194 (144 ) 56,077 (0.52 )

Total agricultural

50 194 (144 ) 112,866 (0.26 )

Total commercial

9,859 1,276 8,583 2,818,510 0.61

Consumer

Residential real estate

First lien

— — — 851,876 —

Construction

— — — 33,949 —

HELOC

— — — 266,447 —

Junior lien

931 1 930 34,481 5.44

Total residential real estate

931 1 930 1,186,753 0.16

Other consumer

146 59 87 42,664 0.41

Total consumer

1,077 60 1,017 1,229,417 0.17

Total loans

$ 10,936 $ 1,336 $ 9,600 $ 4,047,927 0.48 %

2025:

Commercial

Commercial and business lending

Commercial and industrial

$ 248 $ 398 $ (150 ) $ 655,725 (0.05 )%

Commercial real estate − Owner occupied

6 22 (16 ) 417,830 (0.01 )

Total commercial and business lending

254 420 (166 ) 1,073,555 (0.03 )

Investor commercial real estate

Construction, land and development

— — — 340,279 —

Multifamily

— — — 363,710 —

Non-owner occupied

3,401 — 3,401 978,134 0.70

Total investor commercial real estate

3,401 — 3,401 1,682,123 0.41

Agricultural

Land

— — — 66,633 —

Production

384 12 372 64,190 1.17

Total agricultural

384 12 372 130,823 0.57

Total commercial

4,039 432 3,607 2,886,501 0.25

Consumer

Residential real estate

First lien

54 — 54 899,367 0.01

Construction

— — — 38,305 —

HELOC

260 — 260 178,601 0.29

Junior lien

300 — 300 43,261 1.40

Total residential real estate

614 — 614 1,159,534 0.11

Other consumer

77 124 (47 ) 39,878 (0.24 )

Total consumer

691 124 567 1,199,412 0.10

Total loans

$ 4,730 $ 556 $ 4,174 $ 4,085,913 0.21 %
59

The following table presents the allocation of the ACL on loans as of the dates presented:

June 30, 2026

December 31, 2025

Percentage

Percentage

Allocated

of loans to

Allocated

of loans to

(dollars in thousands)

Allowance

total loans

Allowance

total loans

Commercial and industrial

$ 10,477 18.8 % $ 16,216 18.3 %

CRE − Owner occupied

5,887 15.4 3,097 10.6

CRE − Construction, land and development

2,978 2.0 13,210 6.1

CRE − Multifamily

3,919 9.0 4,380 9.5

CRE − Non-owner occupied

10,580 22.2 11,006 21.6

Agricultural − Land

883 1.3 959 1.6

Agricultural − Production

568 1.3 623 1.5

RRE − First lien

9,366 20.5 9,358 21.6

RRE − Construction

366 0.8 274 0.8

RRE − HELOC

2,332 6.8 1,787 6.4

RRE − Junior lien

397 0.8 395 0.9

Other consumer

608 1.1 610 1.1

Total loans

$ 48,361 100.0 % $ 61,915 100.0 %

In the ordinary course of business, the Company enters into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. An ACL on off-balance sheet credit exposures is measured using similar internal and external assumptions as the ACL on loans. This allowance is located in accrued expenses and other liabilities on the consolidated balance sheets. The ACL for unfunded commitments was $3.5 million and $4.8 million as of June 30, 2026 and 2025, respectively.

Deposits

Deposit inflows and outflows are influenced by prevailing market interest rates, competition, local and economic conditions, and fluctuations in the Company’s customers’ own liquidity needs and may also be influenced by recent developments in the financial services industry, including the large-scale deposit withdrawals over a short period of time that resulted in bank failures.

Total deposits were $4.2 billion as of June 30, 2026, a decrease of $0.1 million, or 0.0%, from December 31, 2025. Interest-bearing deposits increased $48.2 million during this period, while noninterest-bearing deposits decreased $48.3 million. The decrease in total deposits was due to seasonal outflows from public funds depositors.

The following table presents the composition of the Company’s deposit portfolio as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

Percent of

Percent of

Change

(dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Amount

Percent

Noninterest-bearing demand

$ 759,640 18.1 % $ 807,896 19.3 % $ (48,256 ) (6.0 )%

Interest-bearing demand

1,429,951 34.1 1,296,315 30.9 133,636 10.3

Money market and savings (1)

1,426,078 34.0 1,511,250 36.1 (85,172 ) (5.6 )

Time deposits

576,228 13.8 576,542 13.7 (314 ) (0.1 )

Total deposits

$ 4,191,897 100.0 % $ 4,192,003 100.0 % $ (106 ) - %

(1)

Money market and savings deposits included health savings account deposits of $219.5 million and $203.4 million as of June 30, 2026 and December 31, 2025, respectively.

The following table presents the average balances and rates of the Company’s deposit portfolio for the three months ended June 30, 2026 and 2025:

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Average

Average

Average

Average

Average

Average

Average

Average

(dollars in thousands)

Balance

Rate

Balance

Rate

Balance

Rate

Balance

Rate

Noninterest-bearing demand

$ 790,088 — % $ 808,629 — % $ 794,310 — % $ 829,044 — %

Interest-bearing demand

1,378,394 1.68 1,247,241 1.80 1,372,863 1.66 % 1,247,482 1.80 %

Money market and savings

1,441,099 2.34 1,561,977 2.77 1,472,276 2.36 % 1,576,218 2.83 %

Time deposits

571,276 3.34 687,428 3.72 570,176 3.37 % 687,995 3.82 %

Total deposits

$ 4,180,857 1.82 % $ 4,305,275 2.12 % $ 4,209,625 0.90 % $ 4,340,739 1.07 %
60

The following table presents the composition of the Company’s deposit portfolio by client segment as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

Percent of

Percent of

Change

(dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Amount

Percent

Commercial

$ 1,496,346 35.7 % $ 1,563,239 37.3 % $ (66,893 ) (4.3 )%

Consumer

1,507,689 36.0 1,469,813 35.1 37,876 2.6

Public (1)

238,769 5.7 180,755 4.3 58,014 32.1

Synergistic (2)

Retirement and benefit services (3)

709,039 16.9 725,618 17.3 (16,579 ) (2.3 )

Wealth advisory services (4)

240,054 5.7 252,578 6.0 (12,524 ) (5.0 )

Total synergistic

949,093 22.6 978,196 23.3 (29,103 ) (7.3 )

Total deposits

$ 4,191,897 100.0 % $ 4,192,003 100.0 % $ (106 ) - %

(1)

Public deposits primarily represent municipalities, school districts, and other governmental entities that receive public funding.

(2) Synergistic deposits represent the on-balance sheet money market balances that Alerus Retirement and Benefit Services and Alerus Wealth Advisory Services clients hold in proprietary Alerus money market products.
(3) $379.7 million and $395.7 million of retirement and benefit services synergistic deposits were indexed as of June 30, 2026 and December 31, 2025, respectively.
(4) $240.1 million and $252.6 million of wealth advisory services synergistic deposits were indexed as of June 30, 2026 and December 31, 2025, respectively.

The following table presents the contractual maturity of time deposits, including certificate of deposit account registry services and IRA deposits of $250,000 and over, that were outstanding as of June 30, 2026:

June 30,

(dollars in thousands)

2026

Maturing in:

3 months or less

$ 70,858

3 months to 6 months

77,374

6 months to 1 year

24,897

1 year or greater

20,872

Total

$ 194,001

The Company’s total uninsured deposits, which are amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were approximately $1.5 billion at June 30, 2026 and approximately $1.4 billion December 31, 2025. These amounts were estimated based on the same methodologies used for regulatory reporting purposes.

Borrowings

Borrowings as of June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026

December 31, 2025

Percent of

Percent of

(dollars in thousands)

Balance

Portfolio

Balance

Portfolio

Fed funds purchased

$ — — % $ 58,800 16.0 %

FHLB short-term advances

345,000 85.3 250,000 67.9

Subordinated notes

50,000 12.4 50,000 13.6

Junior subordinated debentures

9,239 2.3 9,182 2.5

Total borrowed funds

$ 404,239 100.0 % $ 367,982 100.0 %

Capital Resources

Stockholders’ equity is influenced primarily by earnings, dividends, the Company’s sales and repurchases of its common stock and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available-for-sale securities.

Stockholders’ equity increased $18.2 million, or 3.2%, to $583.1 million as of June 30, 2026, compared to $564.9 million as of December 31, 2025. Tangible common equity to tangible assets, a non-GAAP financial measure, increased to 9.05% as of June 30, 2026, from 8.72% as of December 31, 2025. Common equity tier 1 capital to risk weighted assets increased to 10.81% as of June 30, 2026, from 10.28% as of December 31, 2025.

The Company strives to maintain an adequate capital base to support the Company’s activities in a safe and sound manner while at the same time attempting to maximize stockholder value. Capital adequacy is assessed against the risk inherent in the Company’s balance sheet, recognizing that unexpected loss is the common denominator of risk, and that common equity has the greatest capacity to absorb unexpected loss.

The Company is subject to various regulatory capital requirements both at the Company and at the Bank level. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. The Company has consistently maintained regulatory capital ratios at or above the well-capitalized standards.

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At June 30, 2026 and December 31, 2025, the Company met all the capital adequacy requirements to which the Company was subject. The table below presents the Company’s and the Bank’s regulatory capital ratios and the Company’s tangible common equity to tangible assets ratio as of June 30, 2026 and December 31, 2025:

June 30,

December 31,

Capital Ratios

2026

2025

Alerus Financial Corporation Consolidated

Common equity tier 1 capital to risk weighted assets

10.81 % 10.28 %

Tier 1 capital to risk weighted assets

11.02 % 10.48 %

Total capital to risk weighted assets

13.34 % 12.87 %

Tier 1 capital to average assets

9.49 % 8.86 %

Tangible common equity to tangible assets (1)

9.05 % 8.72 %

Alerus Financial, National Association

Common equity tier 1 capital to risk weighted assets

10.92 % 10.41 %

Tier 1 capital to risk weighted assets

10.92 % 10.41 %

Total capital to risk weighted assets

12.11 % 11.66 %

Tier 1 capital to average assets

9.26 % 8.62 %

(1)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

The regulatory capital ratios for the Company and the Bank, as of June 30, 2026, as shown in the above table, were at levels above the regulatory minimums to be considered “well capitalized.” See “NOTE 19 Regulatory Matters” of the consolidated financial statements for additional information.

Off‑Balance Sheet Arrangements

The Company is a party to financial instruments with off‑balance sheet risk in the normal course of business to meet the financing needs of the Company’s customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to normal credit policies. Collateral may be required based on management’s assessment of the customer’s creditworthiness. The fair value of these commitments is considered immaterial for disclosure purposes.

A summary of the contractual amounts of the Company’s exposure to off‑balance sheet agreements as of June 30, 2026 and December 31, 2025, was as follows:

June 30,

December 31,

(dollars in thousands)

2026

2025

Commitments to extend credit

$ 1,033,270 $ 1,038,347

Standby letters of credit

14,513 14,393

Total

$ 1,047,782 $ 1,052,740

Liquidity

Liquidity management is the process by which the Company manages the flow of funds necessary to meet the Company’s financial commitments on a timely basis and at a reasonable cost and to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of the Company’s operations, and capital expenditures. Liquidity is monitored and closely managed by the Company’s asset and liability committee (the “ALCO”), a group of senior officers from the finance, enterprise risk management, deposit, investment, treasury, and lending areas. It is the ALCO’s responsibility to ensure the Company has the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that potential liquidity stress events are planned for, quickly identified, and that management has plans in place to respond. The ALCO has created policies which establish limits and require measurements to monitor liquidity trends, including modeling and management reporting that identifies the amounts and costs of all available funding sources.

As of June 30, 2026, the Company had on balance sheet liquidity of $400.7 million, compared to $568.8 million as of December 31, 2025. On balance sheet liquidity includes cash and cash equivalents, federal funds sold, unencumbered securities available‑for‑sale, and over collateralized securities pledging positions available-for-sale.

As of both June 30, 2026 and December 31, 2025, the Company had off balance sheet liquidity of $2.2 billion. Off balance sheet liquidity includes FHLB borrowing capacity, federal funds lines, and brokered deposit capacity.

The Bank is a member of the FHLB, which provides short‑ and long‑term funding to its members through advances collateralized by real estate related assets and other select collateral, most typically in the form of debt securities. Actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of June 30, 2026, the Company did not have any federal funds purchased, and had $345.0 million in short-term borrowings from the FHLB. As of June 30, 2026, the Company had $2.0 billion of collateral pledged to the FHLB and, based on this collateral, the Company was eligible to borrow up to an additional $1.0 billion from the FHLB. In addition, the Company can borrow up to $125.0 million through the unsecured lines of credit the Company has established with five other correspondent banks.

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In addition, because the Bank is “well capitalized,” the Company can accept wholesale deposits up to 20.0% of total assets based on current policy limits, or $1.1 billion, as of June 30, 2026. Management believed that the Company had adequate resources to fund all of the Company’s commitments as of June 30, 2026 and December 31, 2025.

The Company’s primary sources of liquidity include liquid assets, as well as unencumbered securities that can be used to collateralize additional funding.

Though remote, the possibility of a funding crisis exists at all financial institutions. Management has addressed this issue by formulating a liquidity contingency plan, which has been reviewed and approved by both the Bank’s Board of Directors and the ALCO. The plan addresses the actions that the Company would take in response to both a short‑term and long‑term funding crisis.

A short‑term funding crisis would most likely result from a shock to the financial system, either internal or external, which disrupts orderly short‑term funding operations. Such a crisis would likely be temporary in nature and would not involve a change in credit ratings. A long‑term funding crisis would most likely be the result of both external and internal factors and would most likely result in drastic credit deterioration. Management believes that both potential circumstances have been fully addressed through detailed action plans and the establishment of trigger points for monitoring such events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. Interest rate risk is the risk to earnings and equity value arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of interest earning assets and the amount of interest‑bearing liabilities that are prepaid/withdrawn, re‑price, or mature in specified periods. The Company seeks to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates. The ALCO oversees market risk management, monitoring risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. The Bank’s Board of Directors approves policy limits with respect to interest rate risk.

Interest Rate Risk

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective interest rate risk management begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk position given business activities, management objectives, market expectations and ALCO policy limits and guidelines.

Interest rate risk can come in a variety of forms, including repricing risk, basis risk, yield curve risk and option risk. Repricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes impact the Company’s assets and liabilities. Basis risk is the risk of adverse consequence resulting from unequal change in the spread between two or more rates for different instruments with the same maturity. Yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same or different instruments. Option risk in financial instruments arises from embedded options such as options provided to borrowers to make unscheduled loan prepayments, options provided to debt issuers to exercise call options prior to maturity, and depositor options to make withdrawals and early redemptions.

Management regularly reviews the Company’s exposure to changes in interest rates. Among the factors considered are changes in the mix of interest earning assets and interest‑bearing liabilities, interest rate spreads and repricing periods. The ALCO reviews, on at least a quarterly basis, the interest rate risk position.

The interest‑rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that capture both short‑term and long‑term interest‑rate risk exposure.

Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of the Company’s loan portfolio, investment portfolio, as well as embedded options and cash flows of other assets and liabilities. The balance sheet composition and size are assumed to remain static in the simulation modeling process. The analysis provides a framework as to what the Company’s overall sensitivity position is as of the Company’s most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of the Company’s equity.

Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.

The estimated impact on the Company’s net interest income as of June 30, 2026 and December 31, 2025, assuming immediate parallel moves in interest rates, is presented in the table below:

June 30, 2026

December 31, 2025

Following

Following

Following

Following

12 months

24 months

12 months

24 months

+400 basis points

1.0 % 15.7 % -1.2 % 14.0 %

+300 basis points

0.7 % 11.8 % -0.7 % 10.7 %

+200 basis points

0.6 % 8.2 % -0.1 % 7.8 %

+100 basis points

-0.1 % 3.9 % 0.1 % 4.1 %

−100 basis points

0.0 % -4.5 % 0.6 % -4.2 %

−200 basis points

1.6 % -6.5 % 2.0 % -7.9 %

−300 basis points

5.8 % -3.3 % 4.2 % -9.5 %

−400 basis points

6.1 % -2.7 % 5.4 % -8.0 %
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Management strategies may impact future reporting periods, as actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience and the characteristics assumed, as well as changes in market conditions. Market-based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.

Management uses an economic value of equity sensitivity analysis to understand the impact of interest rate changes on long‑term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience.

The table below presents the change in the economic value of equity as of June 30, 2026 and December 31, 2025, assuming immediate parallel shifts in interest rates:

June 30,

December 31,

2026

2025

+400 basis points

-4.0 % -5.4 %

+300 basis points

-2.6 % -3.5 %

+200 basis points

-0.6 % -1.2 %

+100 basis points

0.1 % -0.1 %

−100 basis points

-1.1 % -1.0 %

−200 basis points

-3.5 % -3.6 %

−300 basis points

-8.5 % -9.0 %

−400 basis points

-20.8 % -18.4 %

Operational Risk

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, disasters, and security risks. Management continuously strives to strengthen its system of internal controls, enterprise risk management, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of the Company’s operational risk.

Compliance Risk

Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose the Company to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the expansion of the Company’s banking center network, employment and tax matters.

Strategic and Reputation Risk

Strategic and reputation risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products, and any other event not identified in the defined risk types mentioned previously. Mitigation of the various risk elements that represent strategic and/or reputation risk is achieved through initiatives to help management better understand and report on various risks, including those related to the development of new products and business initiatives.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, or the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the President and Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1 – Legal Proceedings

For information regarding litigation, other disputes and regulatory proceedings see the section “Legal Contingencies” in “NOTE 12 Commitments and Contingencies” of the consolidated financial statements.

Item 1A – Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

The following table presents information related to repurchases of shares of the Company’s common stock for each calendar month in the second quarter of 2026:

Total Number of

Maximum Number of

Total Number

Average

Shares Purchased as

Shares that May

of Shares

Price Paid

Part of Publicly

Yet be Purchased

(dollars in thousands, except per share data)

Purchased (1)

per Share

Announced Plans

Under the Plan (2)

April 1-30, 2026

94,217 $ 25.20 94,217 655,783

May 1-31, 2026

122,754 25.45 90,000 565,783

June 1-30, 2026

98,462 29.24 65,783 500,000

Total

315,433 $ 26.56 250,000 500,000

(1)

Includes shares of the Company’s common stock purchased by the Company’s Employee Stock Ownership Plan in open market purchases and shares surrendered by employees to the Company to pay withholding taxes on the vesting of restricted stock awards.

(2)

On December 12, 2023, the Board of Directors of the Company approved a stock repurchase program (the “Program”), which authorized the Company to repurchase up to 1,000,000 shares of its common stock, subject to certain limitations and conditions. The Program became effective on February 18, 2024, and replaced a prior stock repurchase program. The Program will expire on February 18, 2027. The Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the three months ended June 30, 2026, the Company repurchased 250,000 shares of common stock under the Program. Does not include shares that may be purchased by the Company’s Employee Stock Ownership Plan.

Use of Proceeds from Registered Securities

None.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not Applicable.

Item 5 – Other Information

During the fiscal quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted, terminated, or modified any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

65

Item 6 – Exhibits

Exhibit No.

Description

3.1

Third Amended and Restated Certificate of Incorporation of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.1 on Form S-1 filed on August 16, 2019).

3.2 Amendment to Third Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 on Form 8-K filed on May 12, 2025).

3.3

Second Amended and Restated Bylaws of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.2 on Form S-1 filed on August 16, 2019).

31.1

Chief Executive Officer’s Certifications required by Rule 13(a)‑14(a) – filed herewith.

31.2

Chief Financial Officer’s Certifications required by Rule 13(a)‑14(a) – filed herewith.

32.1

Chief Executive Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

32.2

Chief Financial Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

101.INS

iXBRL Instance Document

101.SCH

iXBRL Taxonomy Extension Schema

101.CAL

iXBRL Taxonomy Extension Calculation Linkbase

101.DEF

iXBRL Taxonomy Extension Definition Linkbase

101.LAB

iXBRL Taxonomy Extension Label Linkbase

101.PRE

iXBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibits 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALERUS FINANCIAL CORPORATION

Date: August 3, 2026

By:

/s/ Katie A. Lorenson

Name: Katie A. Lorenson

Title: President and Chief Executive Officer (Principal Executive Officer)

Date: August 3, 2026

By:

/s/ Alan A. Villalon

Name: Alan A. Villalon

Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer)

67